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

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering Purchaser the Ambanc Common Stock for issuance to be issued to holders of the Company Shares Common Stock in connection with the Merger and the shares issuable under the Company Option Plan pursuant to Section 1.8 hereof with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsauthorities, and (ii) of holding the meeting of the Company's shareholders to vote upon the approval of this Agreement Company Shareholders' Meeting and the Merger and the other transactions contemplated hereby (collectivelyAmbanc Shareholders' Meeting, the "Company Proposals"), Purchaser and the Company will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities laws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended, amended (the "1934 Act") and the rules and regulations thereunder (the "Securities Exchange Act"). Such such prospectus/proxy statement in the form mailed by the Company to its shareholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement")." (b) The Company will Ambanc shall furnish Purchaser with such information concerning Ambanc and the Company and its subsidiaries Ambanc Subsidiaries (as defined in Section 3.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariessuch corporations, to comply with applicable LawSection 1.9(a) hereof. None of Ambanc agrees promptly to advise the information relating Company if at any time prior to the Company and its subsidiaries supplied Shareholders' Meeting any information provided by the Company for inclusion Ambanc in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser the information needed to correct such inaccuracy or omission. Ambanc shall promptly file such supplemental information as may be necessary in order to cause such Prospectus/Proxy Statement, insofar as it relates to Ambanc and the Ambanc Subsidiaries, to comply with Section 1.9(a). (c) The Company shall furnish Ambanc with such information concerning the Company and the Company Subsidiaries (as defined in Section 2.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to such corporations, to comply with Section 1.9(a) hereof. The Company agrees promptly to advise Ambanc if at any time prior to the Company Shareholders' Meeting and the Ambanc Shareholders' Meeting any information provided by the Company in the Prospectus/Proxy Statement becomes incorrect or incomplete in any material respect and to provide Ambanc with the information needed to correct such inaccuracy or omission. The Company will shall furnish Purchaser Ambanc with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesthe Company Subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the CompanySection 1.9(a). (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as Ambanc shall promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will agencies. Ambanc shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities 1933 Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide laws at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedearliest practicable date. The Company authorizes Purchaser Ambanc to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries the Company Subsidiaries provided to Purchaser Ambanc for the purpose of inclusion in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser The Company shall promptly will prepare its proxy statement to be included in the Registration Statement of Ambanc. Ambanc shall have the right to review and approve the form of proxy statement included in the Registration Statement prior to its filing with the SEC and prior to its mailing to Company shareholders. Ambanc shall advise the Company promptly when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser will Ambanc shall furnish the Company with copies of all such documents. Except for Prior to the Acquisition Merger Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (including the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material Statement) that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party1933 Act.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in Form S-4 Registration Statement and the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser rules and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied regulations promulgated by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as to respond promptly as practicable, pursuant to Rule 14a-6 any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies Act as promptly as practicable and after it is filed with the SEC. The Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement to become is declared effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedAct. The Company authorizes Purchaser shall promptly furnish to utilize in the Registration Statement and in Parent all such state filed materials, the information concerning the Company Acquired Corporations and its subsidiaries provided to Purchaser the Company's stockholders that may be required or reasonably requested in connection withwith any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or contained inif 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 Prospectus/Proxy Statement. Purchaser promptly will advise , then the Company when shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. If any event relating to Parent occurs, or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statementStatement, neither Purchaser nor then Parent shall promptly inform the Company thereof and shall distribute any written material that might constitute a "prospectus" relating file such amendment or supplement with the SEC and, if appropriate, cooperate with the Company in mailing such amendment or supplement to the stockholders of the Company. (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 will be registered or qualified under the securities law of every jurisdiction of the 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 Proposals within the meaning Stockholders' 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 the Securities Act or process in any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required included as a prospectus and Parent and the Company shall prepare and cause to be stated therein or necessary in order filed with the SEC any Other SEC Filing. Each of Parent and the Company shall use reasonable efforts to make cause the statements thereinForm S-4 Registration Statement, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is and any Other SEC Filing to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or becomes incorrect or incomplete in any material respect its staff and to provide Purchaser have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the information needed to correct such inaccuracy or omissionSEC. The Company will furnish Purchaser with such supplemental information as may be necessary in order shall use reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, 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 Prospectus/Proxy Statement, insofar as it relates then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders stockholders of the Company. (cb) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior Prior to the meeting of shareholders of the Company referenced hereinEffective Time, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will Parent shall use all reasonable efforts to cause obtain all regulatory approvals needed to ensure that the Registration Statement Parent Common Stock to become effective be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the Securities Act securities law of every jurisdiction of the 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 all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide vote at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the CompanyStockholders’ Meeting; provided, which consent however, that Parent shall not be unreasonably withheld required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or delayed. The Company authorizes Purchaser (ii) to utilize file a general consent to service of process in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser the issuance of TCG Stock for issuance to holders of the Company Shares shares of ACC Class A Common Stock in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, Laws and (ii) holding the meeting of the Company's shareholders ACC stockholders to vote upon the approval of this Agreement and approve the Merger and the other transactions contemplated hereby (collectively, the "Company ACC Proposals"), Purchaser TCG and the Company ACC will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities lawsLaws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company ACC and, if required, TCG to its shareholderstheir respective stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company ACC will furnish Purchaser TCG with such information concerning the Company ACC and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company ACC and its subsidiaries, to comply with applicable Law. None of the information relating to the Company ACC and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser ACC for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser ACC agrees promptly to advise the Company TCG if, at any time prior to the meeting of shareholders respective meetings of the Company stockholders of ACC or TCG referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company TCG with the information needed to correct such inaccuracy or omission. Purchaser ACC will furnish the Company TCG with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser ACC and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders stockholders of the CompanyACC or TCG. (dc) The Company ACC and Purchaser TCG agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act, and shall cooperate in responding to any comments with respect thereto received from the SEC. (ed) Purchaser TCG will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company ACC authorizes Purchaser TCG to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company ACC and its subsidiaries provided to Purchaser TCG in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser TCG promptly will advise the Company ACC when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser TCG will furnish the Company ACC with copies of all such documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser TCG nor the Company ACC shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company ACC Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party. (e) ACC shall mail the Prospectus/Proxy Statement to its stockholders as promptly as practicable after the date the Registration Statement is declared effective under the Securities Act.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes date of (i) registering Purchaser Stock for issuance to holders of this Agreement, the Company Shares and Parent shall prepare and cause to be filed with the SEC the S-4 Registration Statement, together with the Prospectus/Proxy Statement and any other documents required by the Securities Act, the Exchange Act or any other Federal, foreign or Blue Sky or related laws in connection with the Merger with and the Securities and Exchange Commission transactions contemplated by this Agreement ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities ActOTHER FILINGS"), and complying with applicable state securities laws, and (ii) holding the meeting . Each of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser Parent and the Company will cooperate in notify the preparation other promptly upon the receipt of a registration statement on Form any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act Prospectus/Proxy Statement or any Other Filings or for additional information and will supply the Securities Exchange Act other with copies of 1934all correspondence between such party or any of its representatives, as amendedon the one hand, and the rules and regulations thereunder (SEC, or its staff or any other government officials, on the "Securities Exchange Act"). Such prospectus/proxy statement in other hand, with respect to the form mailed by the Company to its shareholdersS-4 Registration Statement, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to any Other Filings or the Merger. Each of Parent and the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order shall use all reasonable efforts to cause the S-4 Registration Statement (including the Prospectus/Proxy Statement, insofar as it relates to the Company ) and its subsidiaries, any Other Filings to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser rules and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied regulations promulgated by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as to respond promptly as practicable, pursuant to Rule 14a-6 any comments of the SEC or its staff and to have the S-4 Registration Statement declared effective under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies Act as promptly as practicable and after it is filed with the SEC. Parent will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to Parent's stockholders and the Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable after the Form S-4 Registration Statement to become is declared effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedAct. The Company authorizes Purchaser shall promptly furnish to utilize in the Registration Statement and in Parent all such state filed materials, the information concerning the Company Acquired Corporations and its subsidiaries provided to Purchaser the Company's shareholders that may be required or reasonably requested in connection withwith any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or contained inif the Company becomes aware of any information, that should be set forth in an amendment or supplement to the S-4 Registration Statement or the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor then the Company shall distribute any written material that might constitute a "prospectus" relating promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Merger or shareholders of the Company Proposals within and the meaning 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 will be registered or qualified under the securities law of every jurisdiction of the Securities Act 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) file a general consent to service of process in any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in Form S-4 Registration Statement and the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser rules and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied regulations promulgated by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as to respond promptly as practicable, pursuant to Rule 14a-6 any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies Act as promptly as practicable after it is filed with the SEC. Each of the Company and Parent will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Form S-4 Registration Statement to become is declared effective under the Securities Act Act. Parent and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for shall promptly furnish to the other party all information concerning it and its review a copy stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to the Company or Parent occurs, or if the Company or Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise , then the Company when or Parent, as the Registration Statement has become effectivecase may be, shall promptly inform the other party thereof and shall cooperate with such party in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of any supplements or amendments thereto, and Purchaser will furnish the Company with copies and Parent. (b) Prior to the Effective Time, Parent shall use all reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of all documents. Except every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; PROVIDED, HOWEVER, that Parent shall distribute not be required (i) to qualify to do business as a foreign corporation in any written material that might constitute jurisdiction in which it is not now qualified or (ii) to file a "prospectus" relating general consent to the Merger or the Company Proposals within the meaning service of the Securities Act or process in any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals") and (iii) holding the meeting of Purchaser's shareholders to vote upon issuance of Purchaser Stock to holders of the Company Shares in the Merger as contemplated by this Agreement (the "Purchaser Proposal"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company and Purchaser to its their respective shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the CompanyCompany and Purchaser. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes date of (i) registering Purchaser Stock for issuance this Agreement, Parent and the Company shall prepare and cause to holders be filed with the SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Registration Statement, in which the Prospectus/Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to cause the Registration Statement and the Prospectus/Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the Company Shares in connection with SEC or its staff and to have the Merger with the Securities and Exchange Commission ("SEC") Registration Statement declared effective under the Securities Act of 1933, as amendedpromptly as practicable after it is filed with the SEC, and to keep the rules and regulations thereunder (Registration Statement effective as long as is necessary to consummate the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the First Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act")hereby. Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order use all reasonable efforts to cause the Prospectus/Proxy Statement, insofar as it relates Statement to be mailed to the Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall provide promptly to the other such information concerning it, its holders of capital stock, its business affairs and its subsidiariesfinancial statements as, to comply with applicable Law. None in the reasonable judgment of the information relating to the Company and providing party or its subsidiaries supplied by the Company counsel, may be required or appropriate for inclusion in the Prospectus/Proxy Statement and the Registration Statement pursuant to this Section 7.02, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Prospectus/Proxy Statement and the Registration Statement. (b) Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Prospectus/Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Prospectus/Proxy Statement or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Prospectus/Proxy Statement or the Registration Statement. Except in connection with any Change of Board Recommendation (which Parent shall include in the Prospectus/Proxy Statement at the Company’s request) and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 7.03 of this Agreement, no amendment or supplement to the Prospectus/Proxy Statement or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be false made by the Company or misleading Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Prospectus/Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Prospectus/Proxy Statement or Registration Statement will not contain an untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information misleading as may be necessary in order to cause required by Rule 10b-5 or Rule 14a9 under the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders Exchange Act or Section 11 or Section 12 of the CompanySecurities Act. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to Parent each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company other promptly after it receives notice of the time when the Registration Statement has become effectiveeffective or any supplement or amendment has been filed, and of the issuance of any supplements stop order, the suspension of the qualification of Parent Common Stock issuable in connection with the First Merger for offering or amendments theretosale in any jurisdiction, and Purchaser will furnish or any request by the Company with copies SEC for amendment of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectusRegistration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cause the Prospectus/proxy statementProxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, neither Purchaser nor (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq or the NYSE. (c) Without limiting Parent’s obligations set forth in this Section 7.02, prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the First Merger will be registered or qualified under the securities law of every jurisdiction of the 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 Stockholder Meeting; provided, however, that Parent shall distribute not be required (i) to qualify to do business as a foreign corporation in any written material that might constitute jurisdiction in which it is not now qualified or (ii) to file a "prospectus" relating general consent to the Merger or the Company Proposals within the meaning service of the Securities Act or process in any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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 misleadingincluded as a prospectus. The Company agrees promptly to advise Purchaser if, at any time prior Prior to the meeting filing of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is and the Form S-4 Registration Statement, each of Parent and the Company shall give the other a reasonable opportunity to review and comment on such documents in advance of filing and shall consider in good faith the comments reasonably proposed by the other. Each of Parent and the Company shall use its reasonable best efforts to cause the Form S-4 Registration Statement and the Prospectus/Proxy Statement to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or becomes incorrect or incomplete in any material respect its staff and to provide Purchaser have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the information needed to correct such inaccuracy or omissionSEC. The Company will furnish Purchaser with such supplemental information as may be necessary in order shall use its reasonable best efforts to cause the Prospectus/Proxy Statement, insofar as it relates Statement to be mailed to the Company and its subsidiaries, to comply with applicable Law Company’s stockholders as promptly as practicable after the mailing thereof Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Form S-4 Registration Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser then the Company shall promptly inform Parent thereof and its subsidiariesshall cooperate with Parent in filing such amendment or supplement with the SEC and, to comply with applicable Law after the if appropriate, in mailing thereof such amendment or supplement to the shareholders stockholders of the Company. (d) The . Parent shall promptly furnish to the Company and Purchaser agree to cooperate all information concerning Parent that may be required or reasonably requested in making any preliminary filings of the Prospectus/Proxy Statement connection with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy preparation of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effectiveIf any event relating to Parent or its Subsidiaries occurs, and or if Parent becomes aware of any supplements information, that should be disclosed in an amendment or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for supplement to the Prospectus/Proxy Statement, then Parent shall promptly inform the Company thereof and shall cooperate with the Company in filing such amendment or supplement with the SEC. Each of Parent and the Company will notify the other promptly upon the receipt of any written or oral comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Form S-4 Registration Statement and/or the Prospectus/Proxy Statement. Each of Parent and the Company shall cooperate and provide the other (and the other’s counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or Prospectus/Proxy Statement prior to filing such amendment or supplement with the preliminary prospectus/proxy statementSEC, neither Purchaser and will provide each other with a copy of all such filings made with the SEC. Neither Parent nor the Company shall distribute make or file any written material amendment or supplement to the Proxy Statement/Prospectus or the Form S-4 Registration Statement without the approval of the other party (which will not be unreasonably withheld, conditioned or delayed), except to the extent such amendment or supplement is required by applicable Legal Requirements. Parent shall advise the Company promptly after it receives notice of the Form S-4 Registration Statement being declared effective, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. (b) Subject to their respective obligations to comply with all disclosure-related and other applicable Legal Requirements, Parent and the Company shall use their reasonable best efforts to cause the Form S-4 Registration Statement to be filed with the SEC as promptly as practicable following the date of this Agreement and to cause the Form S-4 Registration Statement to be declared effective by the SEC as promptly as practicable following the filing thereof with the SEC. (c) As promptly as practicable after the date of this Agreement, Parent shall use its reasonable best efforts to obtain all regulatory approvals needed to ensure that might constitute a "prospectus" relating the Parent Common Stock to be issued pursuant to the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities laws of every jurisdiction of the 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 Proposals within the meaning Stockholders’ 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 the Securities Act or process in any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders None of the information supplied or to be supplied by Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate for inclusion or incorporation by reference in the preparation of a registration statement on Form S-4 (such registration statement, together or similar successor form) to be filed with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements SEC by Parent in connection with the issuance of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement Parent Common Stock in the form mailed by the Company to its shareholders, together with any and all Merger (including amendments or supplements thereto, is herein referred to as ) (the "Prospectus/Proxy Statement.REGISTRATION STATEMENT" (b) The Company will furnish Purchaser with such information concerning will, at the Company and its subsidiaries as is time the Registration Statement becomes effective under the Securities Act, 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 cause make the Prospectus/Proxy Statementstatements therein, insofar as it relates to the Company and its subsidiariesin light of circumstances under which they are made, to comply with applicable Lawnot misleading. None of the information relating supplied or to the Company and its subsidiaries be supplied by the Company for inclusion in the Prospectus/Proxy Statement will to be false filed by Parent and Company with the SEC as part of the Registration Statement pursuant to Section 5.1(a) hereof (the "PROSPECTUS/PROXY STATEMENT") will, at the date or misleading dates mailed to the shareholders of Company, and at the time of Company General Meeting in connection with respect to the transactions contemplated hereby, contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly Prospectus/Proxy Statement will comply as to advise Purchaser ifform in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder. If at any time prior to the meeting of the shareholders of the Company, referenced hereinCompany General Meeting, any information provided event relating to Company or any of its affiliates, officers or directors should be discovered by it Company which should be set forth in an amendment to the Prospectus/Proxy Registration Statement is or becomes incorrect or incomplete in any material respect and a supplement to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Company shall promptly inform Parent. Notwithstanding the foregoing, Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false makes no representation or misleading warranty with respect to any material fact information supplied by Parent or will omit to state any material fact required to be stated therein Merger Sub which is contained or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided incorporated by it reference in the Prospectus/Proxy Registration Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in Form S-4 Registration Statement and the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser rules and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied regulations promulgated by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as to respond promptly as practicable, pursuant to Rule 14a-6 any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies Act as promptly as practicable after it is filed with the SEC. Each of the Company and Parent will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Form S-4 Registration Statement to become is declared effective under the Securities Act Act. Parent and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for shall promptly furnish to the other party all information concerning it and its review a copy stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to the Company or Parent occurs, or if the Company or Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise , then the Company when or Parent, as the Registration Statement has become effectivecase may be, shall promptly inform the other party thereof and shall cooperate with such party in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of any supplements or amendments thereto, and Purchaser will furnish the Company with copies and Parent. (b) Prior to the Effective Time, Parent shall use all reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will be registered or qualified under the securities law of all documents. Except every jurisdiction of the United States in which any registered holder of Company Common Stock has an address of record on the record date for determining the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor stockholders entitled to notice of and to vote at the Company Stockholders' Meeting; provided, however, that Parent shall distribute not be required (i) to qualify to do business as a foreign corporation in any written material that might constitute jurisdiction in which it is not now qualified or (ii) to file a "prospectus" relating general consent to the Merger or the Company Proposals within the meaning service of the Securities Act or process in any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating supplied or to the Company and its subsidiaries be supplied by the Company for inclusion or incorporation by reference in the Prospectus/Proxy Registration Statement will to be false filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (including amendments or misleading with respect supplements thereto) will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or will necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Company for inclusion in the Proxy Statement to be filed by Parent and Company with the SEC as part of the Registration Statement pursuant to Section 1.5(a) hereof will, at the date or dates mailed to the shareholders of the Company, and at the time of Company Shareholders Meeting in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly Proxy Statement will comply as to advise Purchaser ifform in all material respects with the provisions of the Exchange Act, and the Israeli Companies Law and the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder. If at any time prior to the meeting of the shareholders of the Company, referenced hereinCompany Shareholders Meeting, any information provided event relating to Company or any of its affiliates, officers or directors should be discovered by it the Company which should be set forth in an amendment to the Prospectus/Proxy Registration Statement is or becomes incorrect or incomplete in any material respect and a supplement to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesshall promptly inform Parent. Notwithstanding the foregoing, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false makes no representation or misleading warranty with respect to any material fact information supplied by Parent or will omit to state any material fact required to be stated therein Merger Sub which is contained or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided incorporated by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize reference in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection Travelzoo Delaware and Travelzoo Bahamas shall cooperate and promptly prepare and Travelzoo Delaware shall file with the Merger with SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the Securities and Exchange Commission ("SECForm S-4") under the Securities Act Act, with respect to Travelzoo Delaware Common Stock issuable in the Merger, a portion of 1933, which Registration Statement shall also serve as amended, and the rules and regulations thereunder (the "Securities Act"), and complying joint proxy statement with applicable state securities laws, and (ii) holding respect to the meeting of the Company's Travelzoo Delaware shareholders to vote upon held for the approval purpose of approving this Agreement and the Merger and the other transactions contemplated hereby (collectivelythe "Travelzoo Delaware Shareholders Meeting") and Travelzoo Bahamas Shareholders Meeting (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (thereunder. Travelzoo Delaware and Travelzoo Bahamas will cooperate to have the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed Form S-4 declared effective by the Company SEC as promptly as practicable and to its shareholders, together with any and all amendments or supplements thereto, is herein referred to keep the Form S-4 effective as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries long as is necessary in order to cause consummate the Prospectus/Merger. Travelzoo Delaware shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. Travelzoo Delaware shall ensure that the Proxy Statement, insofar as it relates to the Company /Prospectus and its subsidiaries, to comply with applicable Law. None each amendment or supplement thereto will not include an untrue statement of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any a material fact or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise ; provided, however, that the Company if, at any time prior foregoing shall not apply to the meeting extent that any such untrue statement of shareholders of a material fact or omission to state a material fact was made by Travelzoo Delaware in reliance upon and in conformity with written information concerning Travelzoo Bahamas furnished to Travelzoo Delaware by Travelzoo Bahamas specifically for use in the Company referenced herein, any Proxy Statement/Prospectus. Travelzoo Delaware and Travelzoo Bahamas agree that the written information provided by it them for inclusion in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement/Prospectus and each amendment or supplement thereto will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders in light of the Companycircumstances under which they were made, not misleading. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser the issuance of Parent Common Stock for issuance to holders of the Company Shares Common Stock in connection with the Merger with the Securities and Exchange Commission ("SEC") SEC under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities 26 32 Act"), and complying with applicable state securities laws, laws and (ii) holding the meeting of the Company's shareholders Company stockholders to vote upon the approval adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby (collectively, the "Company Proposals"), Purchaser Parent and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), ," including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company and Parent to its shareholdersCompany's stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser Parent with such information concerning the Company and its subsidiaries Subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesSubsidiaries, to comply with applicable Applicable Law. None of the information relating to the Company and its subsidiaries Subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser Parent if, at any time prior to the meeting respective meetings of the shareholders stockholders of the Company, Company or Parent referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser Parent with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Applicable Law after the mailing thereof to the shareholders stockholders of the CompanyCompany or Parent. (c) Purchaser Parent will furnish the Company with such information concerning Purchaser Parent and its subsidiaries Subsidiaries as is necessary in order to cause the Prospectus/Proxy statementStatement, insofar as it relates to Purchaser Parent and its subsidiariesSubsidiaries, to comply with applicable Applicable Law. None of the information relating to Purchaser Parent and its subsidiaries Subsidiaries supplied by Purchaser Parent for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser , Parent agrees promptly to advise the Company if, at any time prior to the meeting respective meetings of shareholders stockholders of the Company or Parent referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders stockholders of the CompanyCompany or Parent. (d) The Parent shall cooperate with Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser Parent will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Lawslaws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser Parent to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser Parent in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser Parent promptly will advise the Company when the Registration Statement has become effective, effective and of any 27 33 supplements or amendments thereto, and Purchaser Parent will furnish the Company with copies of all such documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statementproxy, neither Purchaser Parent nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law law without the prior written consent of the other party. Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent Common Stock in the Merger; provided, however, that with respect to such blue sky qualifications neither Parent nor the Company shall be required to register or qualify as a foreign corporation or to take any action which would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions relating to or arising solely from the offer and sale of Parent Common Stock.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect included as a prospectus. Each of Parent and the Company shall use reasonable efforts to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in Form S-4 Registration Statement and the Prospectus/Proxy Statement is to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or becomes incorrect or incomplete in any material respect its staff and to provide Purchaser have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the information needed to correct such inaccuracy or omissionSEC. The Company will furnish Purchaser with such supplemental information as may be necessary in order shall use reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, 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 Prospectus/Proxy Statement, insofar as it relates then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Company and its subsidiariesstockholders of the Company. If any event relating to Parent occurs, to comply with applicable Law after the mailing thereof or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the shareholders Form S-4 Registration Statement or the Prospectus/Proxy Statement, then Parent 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 the Company. (cb) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior Prior to the meeting Effective Time of shareholders of the Company referenced hereinMerger I, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will Parent shall use all reasonable efforts to cause obtain all regulatory approvals needed to ensure that the Registration Statement Parent Common Stock to become effective be issued in Merger I will (to the extent required) be registered or qualified or exempt from registration or qualification under the Securities Act securities law of every jurisdiction of the 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 all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide vote at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the CompanyStockholders’ Meeting; provided, which consent however, that Parent shall not be unreasonably withheld required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or delayed. The Company authorizes Purchaser (ii) to utilize file a general consent to service of process in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes date of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection this Agreement, Holding and PacifiCare shall prepare, with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting assistance of the Company's shareholders , and cause to vote upon be filed with the approval of this Agreement and SEC the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statementRegistration Statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false and any other documents required by the Securities Act or misleading the Exchange Act in connection with respect the Mergers. Each of Holding, PacifiCare and the Company shall use all commercially reasonable efforts to cause the S-4 Registration Statement to comply with the rules and regulations promulgated by the SEC, to respond promptly to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light comments of the circumstances SEC or its staff and to have the S-4 Registration Statement declared effective under which they are made, not misleadingthe Securities Act as promptly as practicable after such filing. The Company agrees shall promptly furnish to advise Purchaser if, at any time prior to the meeting of the shareholders of Holding and PacifiCare all information concerning the Company, referenced hereinits subsidiaries and its stockholders as may be required or reasonably requested in connection with any action contemplated by this Section 4.5. Each of Holding, PacifiCare and the Company shall (i) notify the other promptly of the receipt of any information provided comments from the SEC or its staff and of any request by it in the SEC or its staff for amendments or supplements to the S-4 Registration Statement or the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect for additional information and to provide Purchaser (ii) shall supply the other with copies of all correspondence with the information needed to correct such inaccuracy SEC or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading staff with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the S-4 Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly 32 (b) Prior to the Effective Time, Holding shall make all required filings with state regulatory authorities and the NASD and shall use all commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Holding Class A Common Stock, Holding Class B Common Stock and Holding Series A to be issued in the Mergers (i) will advise be qualified under the securities or "blue sky" law of every jurisdiction of the United States in which any registered stockholder of the Company when or PacifiCare has an address of record on the Registration Statement has become effective, record date for determining the stockholders entitled to notice of and of any supplements or amendments thereto, to vote on the Mergers and Purchaser (ii) will furnish be approved for quotation at the Company with copies of all documents. Except for Effective Time on the Prospectus/Proxy Statement Nasdaq National Market or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating NYSE. (c) Prior to the Merger Effective Time, Holding shall file either the Holding Restated Certificate of Incorporation or the Company Proposals within Holding Restated Certificate of Incorporation without Series A, as the meaning case may be, with the Secretary of State of the Securities Act or any applicable state securities Law without the prior written consent State of the other partyDelaware.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Agribrands, Ralcorp and Holding Company Shares in connection shall cooperate and promptly prepare and Holding Company shall file with the Merger with SEC as soon as practicable a Registration Statement on Form S-4 or other applicable form (the Securities and Exchange Commission ("SECForm S-4") -------- under the Securities Act, with respect to Holding Company Common Stock issuable in the Mergers, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting (the "Proxy Statement/Prospectus"). The respective -------------------------- parties will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act")thereunder. Holding Company shall use all reasonable efforts, and complying Agribrands and Ralcorp will cooperate with applicable Holding Company, to have the Form S-4 declared effective by the SEC as promptly as practicable and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Holding Company shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Form S-4 to Agribrands and Ralcorp and advise Agribrands and Ralcorp of any verbal comments with respect to the Form S-4 received from the SEC. Holding Company shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities laws, and (ii) holding law or "Blue Sky" permits or approvals required to carry out the meeting of the Company's shareholders to vote upon the approval of transactions contemplated by this Agreement and will pay all expenses incident thereto. Holding Company agrees that the Merger Proxy Statement/Prospectus and each amendment or supplement thereto at the other transactions contemplated hereby (collectivelytime of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, the "Company Proposals")or, Purchaser and the Company will cooperate in the preparation case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Company agrees promptly to advise Purchaser if; provided, at any time prior however, that the foregoing shall not apply to the meeting extent that any such untrue statement of a material fact or omission to state a material fact was made by Holding Company in reliance upon and in conformity with written information concerning Agribrands and/or Ralcorp furnished to Holding Company by Agribrands and/or Ralcorp specifically for use in the shareholders of Proxy Statement/Prospectus. Agribrands and Ralcorp agree that the Company, referenced herein, any written information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser them for inclusion in the ProspectusProxy Statement/Proxy Statement Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Agribrands Shareholder Meeting and Ralcorp Shareholder Meeting, or, in the case of written information concerning either Agribrands or Ralcorp for inclusion in the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will be false or misleading with respect to any not include an untrue statement of a material fact or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Purchaser agrees promptly to advise the Company if, at any time prior No amendment or supplement to the meeting Proxy Statement/Prospectus will be made by Holding Company without the approval of shareholders Agribrands and Ralcorp. Holding Company will advise Agribrands and Ralcorp, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Holding Company referenced herein, any information provided by it Common Stock issuable in connection with the Prospectus/Proxy Statement is Mergers for offering or becomes incorrect or incomplete sale in any material respect and to provide jurisdiction, or any request by the Company with SEC for amendment of the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates /Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. Whenever any event or condition affecting Agribrands or Ralcorp occurs that is required to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof be set forth in an amendment or supplement to the shareholders Proxy Statement/Prospectus, such party will promptly inform the other of the Company. (d) The Company such occurrence and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Companyor its staff or any other government officials, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all mailing to shareholders of Agribrands and Ralcorp, such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, amendment or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other partysupplement.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering Purchaser Stock for issuance the Xxxxx common stock to be issued to holders of the Company Shares Columbian common stock in connection with the Merger with the Securities SEC and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsauthorities, (ii) of submitting the Merger to its shareholders for the Shareholders Approval, and (iiiii) holding of preparing for filing with the meeting OTS the proxy materials for consideration of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyby Columbian stockholders, the "Company Proposals"), Purchaser and the Company will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities laws, and of the Securities Act of 1933 (the "1933 Act") and the Securities Exchange Act of 1934, as amended, 1934 (the "1934 Act") and the rules and regulations thereunder (the "Securities Exchange Act"). Such such prospectus/proxy statement in the form mailed by the Company to its shareholdersor information statement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement")." (b) The Company will Xxxxx shall furnish Purchaser with such information concerning Xxxxx and the Company and its subsidiaries Xxxxx Subsidiaries (as defined in Section 3.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariessuch corporations, to comply with applicable LawSection 1.11(a) hereof. None of the information relating Xxxxx agrees to promptly advise Columbian if at any time prior to the Company and its subsidiaries supplied Columbian shareholders meeting any information provided by the Company for inclusion Xxxxx in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser the information needed to correct such inaccuracy or omission. Xxxxx shall promptly file with the SEC, and furnish to Columbian for filing with the OTS and for distribution to shareholders of Columbian, such supplemental information as may be necessary in order to cause such Prospectus/Proxy Statement, insofar as it relates to Xxxxx and the Xxxxx Subsidiaries, to comply with Section 1.11(a). (c) Columbian shall xxxxxxx Xxxxx with such information concerning Columbian as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Columbian, to comply with Section 1.11(a) hereof. Columbian agrees to promptly advise Xxxxx if at any time 8 prior to the Columbian shareholders meeting any information provided by Xxxxx with the Prospectus/Proxy Statement becomes incorrect or incomplete in any material respect and to provide Xxxxx with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser Columbian shall xxxxxxx Xxxxx with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesColumbian, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the CompanySection 1.11(a). (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, Xxxxx shall as promptly expeditiously as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will possible file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will agencies. Xxxxx shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities 1933 Act and all such state filed materials to comply with applicable state securities Lawslaws at the earliest practicable date. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company Columbian authorizes Purchaser Xxxxx to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries Columbian provided to Purchaser Xxxxx for the purpose of inclusion in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser Columbian shall have the right to review and comment on the form of proxy statement included in the Registration Statement as well as those portions containing or describing information concerning Columbian. Xxxxx shall advise Columbian promptly will advise the Company when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser will Xxxxx shall furnish the Company Columbian with copies of all such documents. Except for Prior to the Effective Date or the termination of this Agreement, each party shall consult with the other with respect to any material (other than the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material Statement) that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act 1933 Act. (e) Columbian and Xxxxx shall consult with each other in order to determine whether any directors, officers or any applicable state securities Law without shareholders of Columbian may be deemed to be "affiliates" of Columbian or Xxxxx ("affiliated persons") within the prior written consent meaning of Rule 145 of the other partySEC promulgated under the 1933 Act. All shares of Xxxxx common stock issued to such Columbian affiliated persons in connection with the Merger shall bear a legend upon the face thereof stating that transfer of the securities is or may be restricted by the provisions of the 1933 Act and/or pooling of interests accounting requirements, and notice shall be given to Cecil's transfer agent of such restriction, provided that such legend shall be removed by delivery of a substitute certificate without such legend if such Columbian affiliated person shall have delivered to Xxxxx a copy of a letter from the staff of the SEC or an opinion of counsel, in form and substance satisfactory to Xxxxx, to the effect that such legend is not required for purposes of the 1933 Act, and, in any event, at any time after the expiration of two years from the Effective Date unless, in the opinion of counsel for Xxxxx, such person was an "affiliate" of Xxxxx within the meaning of Rule 145 within three months prior to the expiration of such two year period. So long as shares of such Xxxxx common stock bear such legend, no transfer of such Xxxxx common stock shall be allowed unless and until the transfer agent is provided with such information as may reasonably be requested by counsel for Xxxxx to assure that such transfer will not violate applicable provisions of the 1933 Act, or rules, regulations or policies of the SEC and the SEC's rules relating to pooling of interests accounting treatment. Notwithstanding anything to the contrary herein, if the Merger qualifies for pooling of interests accounting treatment shares of Xxxxx common stock issued to such affiliates of Columbian and shares of Xxxxx common stock held by persons who are affiliates of Xxxxx immediately prior to the Effective Time shall not be transferable until such time as financial results covering at least 30 days of combined operations of Xxxxx and Columbian have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser the issuance of Parent Common Stock for issuance to holders of the Company Shares Common Stock in connection with the Merger with the Securities and Exchange Commission ("SEC") SEC under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, laws and (ii) holding the meeting of the Company's shareholders Company stockholders to vote upon the approval adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby (collectively, the "Company Proposals"), Purchaser Parent and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), ," including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company and Parent to its shareholdersCompany's stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser Parent with such information concerning the Company and its subsidiaries Subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesSubsidiaries, to comply with applicable Applicable Law. None of the information relating to the Company and its subsidiaries Subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser Parent if, at any time prior to the meeting respective meetings of the shareholders stockholders of the Company, Company or Parent referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser Parent with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser Parent with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Applicable Law after the mailing thereof to the shareholders stockholders of the CompanyCompany or Parent. (c) Purchaser Parent will furnish the Company with such information concerning Purchaser Parent and its subsidiaries Subsidiaries as is necessary in order to cause the Prospectus/Proxy statementStatement, insofar as it relates to Purchaser Parent and its subsidiariesSubsidiaries, to comply with applicable Applicable Law. None of the information relating to Purchaser Parent and its subsidiaries Subsidiaries supplied by Purchaser Parent for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser , Parent agrees promptly to advise the Company if, at any time prior to the meeting respective meetings of shareholders stockholders of the Company or Parent referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser Parent will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser Parent and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders stockholders of the CompanyCompany or Parent. (d) The Parent shall cooperate with Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser Parent will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Lawslaws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser Parent to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser Parent in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser Parent promptly will advise the Company when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser Parent will furnish the Company with copies of all such documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statementproxy, neither Purchaser Parent nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law law without the prior written consent of the other party. Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of Parent Common Stock in the Merger; provided, however, that with respect to such blue sky qualifications neither Parent nor the Company shall be required to register or qualify as a foreign corporation or to take any action which would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions relating to or arising solely from the offer and sale of Parent Common Stock.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering Purchaser the Commercial Common Stock for issuance to be issued to holders of the Company Shares common stock in connection with the Merger and the shares issuable under the Company Option Plan pursuant to Section 1.8(a) hereof with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsauthorities, and (ii) of holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyCompany Shareholders' Meeting, the "Company Proposals"), Purchaser and the Company will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities laws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended, amended (the "1934 Act") and the rules and regulations thereunder (the "Securities Exchange Act"). Such such prospectus/proxy statement in the form mailed by the Company to its shareholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement"). At the election of the Company, such Prospectus/Proxy Statement may also include information necessary to conduct the annual meeting of shareholders of the Company." (b) The Company will Commercial shall furnish Purchaser with such information concerning Commercial and the Company and its subsidiaries Commercial Subsidiaries (as defined in Section 3.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariessuch corporations, to comply with applicable LawSection 1.9(a) hereof. None of Commercial agrees promptly to advise the information relating Company if at any time prior to the Company and its subsidiaries supplied Shareholders' Meeting any information provided by the Company for inclusion Commercial in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser the information needed to correct such inaccuracy or omission. Commercial shall promptly file such supplemental information as may be necessary in order to cause such Prospectus/Proxy Statement, insofar as it relates to Commercial and the Commercial Subsidiaries, to comply with Section 1.9(a). (c) The Company shall furnish Commercial with such information concerning the Company and the Company Subsidiaries (as defined in Section 2.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to such corporations, to comply with Section 1.9(a) hereof. The Company agrees promptly to advise Commercial if at any time prior to the Company Shareholders' Meeting any information provided by the Company in the Prospectus/Proxy Statement becomes incorrect or incomplete in any material respect and to provide Commercial with the information needed to correct such inaccuracy or omission. The Company will shall furnish Purchaser Commercial with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesthe Company Subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the CompanySection 1.9(a). (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as Commercial shall promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will agencies. Commercial shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities 1933 Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide laws at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedearliest practicable date. The Company authorizes Purchaser Commercial to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries the Company Subsidiaries provided to Purchaser Commercial for the purpose of inclusion in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will The Company shall have the right to review and approve the form of proxy statement included in the Registration Statement prior to its filing with the SEC and prior to its mailing to Company shareholders. Commercial shall advise the Company promptly when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser will Commercial shall furnish the Company with copies of all such documents. Except for Prior to the Acquisition Merger Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (including the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material Statement) that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act 1933 Act. (e) The Company shall consult with Commercial in order to determine whether any directors, officers or any applicable state securities Law without the prior written consent shareholders of the Company may be deemed to be "affiliates" of the Company ("affiliated persons") within the meaning of Rule 145 of the SEC promulgated under the 1933 Act. In the event that Commercial, within 45 days of the Acquisition Merger Effective Time, advises Company in writing that the Acquisition Merger shall qualify for pooling of interests accounting treatment (and attaches an opinion of Deloitte & Touche LLP addressed to Commercial to that effect), then Commercial and the Company shall each take such action as may be necessary or appropriate to ensure that their respective affiliated persons are aware of and comply with the guidelines of the SEC with respect to the sale by affiliates of stock of companies engaging in a business combination transaction to be accounted for as a pooling of interests as set forth in Topic 2-E of the SEC staff accounting bulletin series. All shares of Commercial common stock issued to such Company affiliated persons (i) in connection with the Merger or (ii) upon exercise of options received pursuant to Section 1.8 hereof subsequent to the Acquisition Merger Effective Time, shall bear a legend upon the face thereof stating that transfer of the securities is or may be restricted by the provisions of the 1933 Act and, if applicable, pooling of interests accounting requirements, and notice shall be given to Commercial's transfer agent of such restriction. Such legend shall be removed (i) by delivery of a substitute certificate without such legend if such Company affiliated person shall have delivered to Commercial upon request an affidavit in form and substance satisfactory to Commercial necessary to enable counsel to Commercial to furnish a legal opinion or other partydocument requested by the transfer agent, to the effect that such legend is not required for purposes of the 1933 Act, or (ii) after the expiration of two years from the Acquisition Merger Effective Time unless, in the opinion of the counsel for Commercial, such person was an "affiliate" of Commercial within the meaning of Rule 145 within three months prior to the expiration of such two year period. Commercial shall use its best efforts to provide the transfer agent in a timely manner with any required legal opinion or other documentation necessary for the sale or transfer of any Commercial Common Stock received in the Merger. So long as shares of such Commercial common stock bear such legend, no transfer of such Commercial common stock shall be allowed unless and until the transfer agent is provided with such information as may reasonably be requested by counsel for Commercial to assure that such transfer will not violate applicable provisions of the 1933 Act, or rules, regulations or policies of the SEC.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders None of the information supplied by the Company Shares or the Seller for inclusion in connection with the Merger with the Securities and Exchange Commission ("SEC") registration statement under the Securities Act of 1933, as amended, and registering the rules and regulations thereunder (Purchaser Common Stock to be issued pursuant to the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with as amended by any and all amendments and supplements thereto, being herein referred to herein as the "Registration Statement"), including a ) or the prospectus/proxy statement satisfying all requirements to be sent to the stockholders of applicable state securities laws, the Securities Act Purchaser in connection with the special meeting of stockholders of the Purchaser at which such stockholders will be asked to approve the Amended and Restated Certificate and the Securities Exchange Act issuance of 1934, as amended, and the rules and regulations thereunder Purchaser Common Stock pursuant to this Agreement (the "Securities Exchange ActPurchaser Special Meeting"). Such ) (such prospectus/proxy statement in the form mailed statement, as amended by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein being referred to herein as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning ), including all amendments and supplements to the Company Registration Statement and its subsidiaries as is necessary Prospectus/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/Proxy Statement, insofar as it relates to on the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in date or dates the Prospectus/Proxy Statement will be false or misleading with respect is first mailed to the Purchaser stockholders and on the date of the Purchaser Special Meeting, contain any untrue statements of a material fact or will omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.

Registration Statement; Prospectus/Proxy Statement. (aA) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect included as a prospectus. Each of Parent and the Company shall use reasonable efforts to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in Form S-4 Registration Statement and the Prospectus/Proxy Statement is to comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or becomes incorrect or incomplete in any material respect its staff and to provide Purchaser have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the information needed to correct such inaccuracy or omissionSEC. The Company will furnish Purchaser with such supplemental information as may be necessary in order shall use reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event relating to any of the Acquired Corporations occurs, 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 Prospectus/Proxy Statement, insofar as it relates then the Company shall promptly inform Parent thereof and shall cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the Company and its subsidiariesstockholders of the Company. If any event relating to Parent occurs, to comply with applicable Law after the mailing thereof or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the shareholders Form S-4 Registration Statement or the Prospectus/Proxy Statement, then Parent 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 the Company. (cB) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior Prior to the meeting Effective Time of shareholders of the Company referenced hereinMerger I, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will Parent shall use all reasonable efforts to cause obtain all regulatory approvals needed to ensure that the Registration Statement Parent Common Stock to become effective be issued in Merger I will (to the extent required) be registered or qualified or exempt from registration or qualification under the Securities Act securities law of every jurisdiction of the 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 all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide vote at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the CompanyStockholders' Meeting; provided, which consent however, that Parent shall not be unreasonably withheld required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or delayed. The Company authorizes Purchaser (ii) to utilize file a general consent to service of process in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for (A) the issuance of Bowmxx Xxxck to holders of the Company EDI Shares in connection with the Merger, (B) the issuance of warrants to purchase shares of Bowmxx Xxxck to the holders of EDI Warrants identified in SCHEDULE 1.6 (the "New Warrants") in connection with the Merger, (C) the offer and sale of the shares of Bowmxx Xxxck underlying the New Warrants in connection with the Merger and from time to time after the Effective Time and (D) the offer and sale (the "Resale Shelf") from time to time after the Effective Time of shares of Bowmxx Xxxck issued to those persons (x) whose shares of EDI Common Stock currently are subject to resale pursuant to the EDI Registration Statement on Form S-3 (No. 333-3328) and (y) who currently are "affiliates" (as such term is defined in the Securities Exchange Act) of EDI, in each case with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities ActSECURITIES ACT"), and complying with applicable state securities lawsLaws, and (ii) holding the meeting of the Company's shareholders EDI stockholders to vote upon the approval adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "EDI PROPOSALS"), and (iii) holding the meeting of Bowmxx'x xxxreholders to approve the amendment of Bowmxx'x Xxxicles of Incorporation to increase the number of authorized shares of Bowmxx Xxxck and to approve the issuance of the Bowmxx Xxxck in the Merger and the other transactions contemplated hereby and thereby (collectively, the "Company ProposalsBOWMXX XXXPOSALS"), Purchaser Bowmxx xxx EDI shall prepare and file with the Company will cooperate in the preparation of SEC a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration StatementREGISTRATION STATEMENT"), including a prospectus/joint proxy statement satisfying all requirements of applicable state securities lawsLaws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange ActSECURITIES EXCHANGE ACT"). Such prospectus/joint proxy statement in the form mailed by the Company to its shareholdersEDI and Bowmxx xx their respective stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "ProspectusPROSPECTUS/Proxy StatementPROXY STATEMENT."" The obligations of Bowmxx xxxh respect to the Resale Shelf shall be governed by the terms and conditions of the Third Amended and Restated Registration Rights Agreement dated April 30, 1995 by and among EDI (as successor to Crystallume) and the persons identified on Exhibit A thereto, as amended from time to time thereafter, and the Agreement Respecting TFI Registration Rights dated October 10, 1995 by and between EDI (as successor to Crystallume) and Technology Funding Partners III, L.P. Xxxxxx xxxll use its reasonable best efforts to maintain an effective registration statement for the Bowmxx Xxxck issuable upon exercise of the New Warrants for so long as the New Warrants are exercisable. (b) The Company EDI will furnish Purchaser with Bowmxx xxxh such information concerning EDI and the Company and its subsidiaries EDI Subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to EDI and the Company and its subsidiariesEDI Subsidiaries, to comply with applicable Law. None of the information relating to EDI and the Company and its subsidiaries EDI Subsidiaries supplied by the Company EDI for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company EDI agrees promptly to advise Purchaser ifBowmxx xx, at any time prior to the meeting respective meetings of the shareholders stockholders of the Company, referenced EDI or Bowmxx xxxerenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect false or incomplete misleading in any material respect and to provide Purchaser with Bowmxx xxxh the information needed to correct such inaccuracy or omissionsuch. The Company EDI will furnish Purchaser with Bowmxx xxxh such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to EDI and the Company and its subsidiariesEDI Subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders stockholders of the CompanyEDI or Bowmxx. (c) Purchaser will Bowmxx xxxl furnish the Company EDI with such information concerning Purchaser and its subsidiaries Bowmxx xxx the Bowmxx Xxxsidiaries as is necessary in order to cause the Prospectus/Proxy statementStatement, insofar as it relates to Purchaser and its subsidiariesBowmxx xxx the Bowmxx Xxxsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries Bowmxx xxx the Bowmxx Xxxsidiaries supplied by Purchaser for Bowmxx xxx inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees Bowmxx xxxees promptly to advise the Company EDI if, at any time prior to the meeting respective meetings of shareholders stockholders of the Company referenced EDI or Bowmxx xxxerenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect false or incomplete misleading in any material respect and to provide the Company EDI with the information needed to correct such inaccuracy or omissionsuch. Purchaser will Bowmxx xxxl furnish the Company EDI with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiariesBowmxx xxx the Bowmxx Xxxsidiaries, to comply with applicable Law after the mailing thereof to the shareholders stockholders of the CompanyEDI or Bowmxx. (d) The Company EDI and Purchaser agree Bowmxx xxxee to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will Bowmxx xxxl file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable following the date of this Agreement and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities LawsLaws as soon as reasonably practicable. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company EDI authorizes Purchaser to Bowmxx xx utilize in the Registration Statement and in all such state filed materials, the information concerning EDI and the Company and its subsidiaries EDI Subsidiaries provided to Purchaser in Bowmxx xx connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly Bowmxx xxxmptly will advise the Company EDI when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser will Bowmxx xxxl furnish the Company EDI with copies of all such documents. Except for the Prospectus/Joint Proxy Statement or the preliminary prospectus/proxy statementjoint proxy, neither Purchaser nor the Company Bowmxx xxx EDI shall distribute any written material that might constitute a "prospectus" relating to the Merger Merger, the EDI Proposals or the Company Proposals Bowmxx Xxxposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of Bowmxx. Xxwmxx will advise EDI, and deliver copies (if any) to EDI, promptly after Bowmxx xxxeives notice thereof, of any request by the SEC for amendment of the Prospectus/Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, or notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, or the suspension of the qualification of the Bowmxx Xxxck issuable in connection with the Merger for offering or sale in any jurisdiction. (f) Each of Bowmxx xxx EDI shall use its best efforts to timely mail the Prospectus/Proxy Statement to its stockholders. It shall be a condition to the mailing of the Prospectus/Proxy Statement that (i) Bowmxx xxxll have received a "comfort" letter from Price Waterhouse LLP, independent public accountants for EDI, of the kind contemplated by the Statement of Auditing Standards with respect to Letters to Underwriters promulgated by the American Institute of Certified Public Accountants (the "AICPA STATEMENT"), dated as of the date on which the Registration Statement shall become effective (and Bowmxx xxxll also receive such a letter as of the Effective Time), each addressed to Bowmxx, xx form reasonably satisfactory to Bowmxx, xxncerning the procedures undertaken by Price Waterhouse LLP with respect to the financial statements and information of EDI and its subsidiaries contained in the Registration Statement and the other partymatters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement and (ii) EDI shall have received a "comfort" letter from Coopers & Lybrxxx X.X.P., independent public accountants for Bowmxx, xx the kind contemplated by the AICPA Statement, dated as of the date on which the Registration Statement shall become effective (and EDI shall also receive such a letter of the Effective Time), each addressed to EDI, in form reasonably satisfactory to EDI concerning the procedures undertaken by Coopers & Lybrxxx X.X.P. with respect to the financial statements and information of Bowmxx xxx its subsidiaries contained in the Registration Statement and the other matters contemplated by the AICPA Statement and otherwise customary in scope and substance for letters delivered by independent public accountants in connection with transactions such as those contemplated by this Agreement.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser the issuance of Parent Common Stock for issuance to holders of the shares of Company Shares Common Stock in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and complying with applicable state securities laws, laws and (ii) holding the meeting of the Company's shareholders Company stockholders ("Company Special Meeting") to vote upon the approval of this Agreement and approve the Merger and the other transactions contemplated hereby (collectively, the "Company ProposalsProposal"), Purchaser Parent and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company and, if required, Parent to its shareholderstheir respective stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser Parent with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Lawlaw. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false in, or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements thereinincorporated by reference in, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser The Company agrees promptly to advise the Company Parent if, at any time prior to the meeting of shareholders of the Company referenced hereinSpecial Meeting, any information provided by it in for inclusion in, or incorporated by reference in, the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company Parent with the information needed to correct such inaccuracy or omission. Purchaser The Company will furnish the Company Parent with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser the Company and its subsidiaries, to comply with applicable Law law after the mailing thereof to the shareholders stockholders of the Company. (c) Parent will include in the Prospectus/Proxy Statement such information concerning Parent and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable law. None of the information relating to Parent and its subsidiaries included in, or incorporated by reference in, the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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 Company Special Meeting, any information included in or incorporated by reference by Parent in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect, Parent shall correct such inaccuracy or omission. Parent will furnish such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Parent and its subsidiaries, to comply with applicable law after the mailing thereof to the stockholders of the Company. (d) The Company and Purchaser Parent agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act, and shall cooperate in responding to any comments with respect thereto received from the SEC. (e) Purchaser Parent will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedlaws. The Company authorizes Purchaser Parent to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection withParent for inclusion in, or contained incorporated by reference in, the Prospectus/Proxy Statement. Purchaser Parent promptly will advise the Company when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser Parent will furnish the Company with copies of all such documents. Except for the Prospectus/Prospectus/ Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser Parent nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals Proposal within the meaning of the Securities Act or any applicable state securities Law law without the prior written consent of the other party. (f) The Company shall mail the Prospectus/Proxy Statement to its stockholders as promptly as practicable after the date the Registration Statement is declared effective under the Securities Act.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for (A) the issuance of Bowmxx Xxxck to holders of the Company EDI Shares in connection with the Merger, (B) the issuance of warrants to purchase shares of Bowmxx Xxxck to the holders of EDI Warrants identified in Schedule 1.6 (the "New Warrants") in connection with the Merger, (C) the offer and sale of the shares of Bowmxx Xxxck underlying the New Warrants in connection with the Merger and from time to time after the Effective Time and (D) the offer and sale (the "Resale Shelf") from time to time after the Effective Time of shares of Bowmxx Xxxck issued to those persons (x) whose shares of EDI Common Stock currently are subject to resale pursuant to the EDI Registration Statement on Form S-3 (No. 333-3328) and (y) who currently are "affiliates" (as such term is defined in the Securities Exchange Act) of EDI, in each case with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsLaws, and (ii) holding the meeting of the Company's shareholders EDI stockholders to vote upon the approval adoption of this Agreement and the Merger and the transactions contemplated hereby and thereby (the "EDI Proposals"), and (iii) holding the meeting of Bowmxx'x xxxreholders to approve the amendment of Bowmxx'x Xxxicles of Incorporation to increase the number of authorized shares of Bowmxx Xxxck and to approve the issuance of the Bowmxx Xxxck in the Merger and the other transactions contemplated hereby and thereby (collectively, the "Company ProposalsBowmxx Xxxposals"), Purchaser Bowmxx xxx EDI shall prepare and file with the Company will cooperate in the preparation of SEC a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/joint proxy statement satisfying all requirements of applicable state securities lawsLaws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/joint proxy statement in the form mailed by the Company to its shareholdersEDI and Bowmxx xx their respective stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement."" The obligations of Bowmxx xxxh respect to the Resale Shelf shall be governed by the terms and conditions of the Third Amended and Restated Registration Rights Agreement dated April 30, 1995 by and among EDI (as successor to Crystallume) and the persons identified on Exhibit A thereto, as amended from time to time thereafter, and the Agreement Respecting TFI Registration Rights dated October 10, 1995 by and between EDI (as successor to Crystallume) and Technology Funding Partners III, L.P. Xxxxxx xxxll use its reasonable best efforts to maintain an effective registration statement for the Bowmxx Xxxck issuable upon exercise of the New Warrants for so long as the New Warrants are exercisable. (b) The Company EDI will furnish Purchaser with Bowmxx xxxh such information concerning EDI and the Company and its subsidiaries EDI Subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to EDI and the Company and its subsidiariesEDI Subsidiaries, to comply with applicable Law. None of the information relating to EDI and the Company and its subsidiaries EDI Subsidiaries supplied by the Company EDI for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company EDI agrees promptly to advise Purchaser ifBowmxx xx, at any time prior to the meeting respective meetings of the shareholders stockholders of the Company, referenced EDI or Bowmxx xxxerenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect false or incomplete misleading in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.to

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser the issuance of WorldCom Common Stock for issuance to holders of the Company BFP Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsLaws, and (ii) holding the meeting of the Company's shareholders BFP stockholders to vote upon the approval adoption of this Agreement Agreement, WorldCom and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company BFP will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities lawsLaws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholdersBFP's stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company BFP will furnish Purchaser WorldCom with such information concerning the Company BFP and its subsidiaries (the "BFP Subsidiaries") as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to BFP and the Company and its subsidiariesBFP Subsidiaries, to comply with the applicable Lawprovisions of the Securities Act and the Securities Exchange Act. None of the information relating to BFP and the Company and its subsidiaries BFP Subsidiaries supplied by the Company BFP for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company BFP agrees promptly to advise Purchaser WorldCom if, at any time prior to the meeting of the shareholders stockholders of the Company, BFP referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser WorldCom with the information needed to correct such inaccuracy or omission. The Company BFP will furnish Purchaser WorldCom with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to BFP and the Company and its subsidiariesBFP Subsidiaries, to continue to comply with the applicable Law provisions of the Securities Act and the Securities Exchange Act after the mailing thereof to the shareholders stockholders of the CompanyBFP. (c) Purchaser WorldCom will furnish the Company BFP with such information concerning Purchaser WorldCom and its subsidiaries (the "WorldCom Subsidiaries") as is necessary in order to cause the Prospectus/Proxy statementStatement, insofar as it relates to Purchaser WorldCom and its subsidiariesthe WorldCom Subsidiaries, to comply with the applicable Lawprovisions of the Securities Act and the Securities Exchange Act. None of the information relating to Purchaser WorldCom and its subsidiaries the WorldCom Subsidiaries supplied by Purchaser WorldCom for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser WorldCom agrees promptly to advise the Company BFP if, at any time prior to the meeting of shareholders stockholders of the Company BFP referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company BFP with the information needed to correct such inaccuracy or omission. Purchaser WorldCom will furnish the Company BFP with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser WorldCom and its subsidiariesthe WorldCom Subsidiaries, to continue to comply with the applicable Law provisions of the Securities Act and the Securities Exchange Act after the mailing thereof to the shareholders stockholders of the Company.BFP. 5 (d) The Company BFP and Purchaser WorldCom agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, on a confidential basis pursuant to Rule 14a-6 14a-6(e)(2) under the Securities Exchange Act. (e) Purchaser WorldCom will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company BFP authorizes Purchaser WorldCom to utilize in the Registration Statement and in all such state filed materials, the information concerning BFP and the Company and its subsidiaries BFP Subsidiaries provided to Purchaser WorldCom in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser WorldCom promptly will advise the Company BFP when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser WorldCom will furnish the Company BFP with copies of all such documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company BFP shall not distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals WorldCom Common Stock within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other partyWorldCom.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering Purchaser the Commercial Common Stock for issuance to be issued to holders of the Company Shares common stock in connection with the Merger and the shares issuable under the Company Option Plan pursuant to Section 1.8 hereof with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsauthorities, and (ii) of holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyCompany Shareholders' Meeting, the "Company Proposals"), Purchaser and the Company will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities laws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended, amended (the "1934 Act") and the rules and regulations thereunder (the "Securities Exchange Act"). Such such prospectus/proxy statement in the form mailed by the Company to its shareholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement"). At the election of the Company, such Prospectus/Proxy Statement may also include information necessary to conduct the annual meeting of shareholders of the Company." (b) The Company will Commercial shall furnish Purchaser with such information concerning Commercial and the Company and its subsidiaries Commercial Subsidiaries (as defined in Section 3.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariessuch corporations, to comply with applicable LawSection 1.9(a) hereof. None of Commercial agrees promptly to advise the information relating Company if at any time prior to the Company and its subsidiaries supplied Shareholders' Meeting any information provided by the Company for inclusion Commercial in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser the information needed to correct such inaccuracy or omission. Commercial shall promptly file such supplemental information as may be necessary in order to cause such Prospectus/Proxy Statement, insofar as it relates to Commercial and the Commercial Subsidiaries, to comply with Section 1.9(a). (c) The Company shall furnish Commercial with such information concerning the Company and the Company Subsidiaries (as defined in Section 2.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to such corporations, to comply with Section 1.9(a) hereof. The Company agrees promptly to advise Commercial if at any time prior to the Company Shareholders' Meeting any information provided by the Company in the Prospectus/Proxy Statement becomes incorrect or incomplete in any material respect and to provide Commercial with the information needed to correct such inaccuracy or omission. The Company will shall furnish Purchaser Commercial with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesthe Company Subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the CompanySection 1.9(a). (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as Commercial shall promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will agencies. Commercial shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities 1933 Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide laws at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedearliest practicable date. The Company authorizes Purchaser Commercial to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries the Company Subsidiaries provided to Purchaser Commercial for the purpose of inclusion in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will The Company shall have the right to review and approve the form of proxy statement included in the Registration Statement prior to its filing with the SEC and prior to its mailing to Company shareholders. Commercial shall advise the Company promptly when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser will Commercial shall furnish the Company with copies of all such documents. Except for Prior to the Acquisition Merger Effective Time or the termination of this Agreement, each party shall consult with the other with respect to any material (including the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material Statement) that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act 1933 Act. (e) The Company shall consult with Commercial in order to determine whether any directors, officers or any applicable state securities Law without the prior written consent shareholders of the Company may be deemed to be "affiliates" of the Company ("affiliated persons") within the meaning of Rule 145 of the SEC promulgated under the 1933 Act. Commercial and the Company shall each take such action as may be necessary or appropriate to ensure that their respective affiliated persons are aware of and comply with the guidelines of the SEC with respect to the sale by affiliates of stock of companies engaging in a business combination transaction to be accounted for as a pooling of interests as set forth in Topic 2-E of the SEC staff accounting bulletin series. All shares of Commercial common stock issued to such Company affiliated persons (i) in connection with the Merger or (ii) upon exercise of options received pursuant to Section 1.8 hereof subsequent to the Acquisition Merger Effective Time, shall bear a legend upon the face thereof stating that transfer of the securities is or may be restricted by the provisions of the 1933 Act and pooling of interests accounting requirements, and notice shall be given to Commercial's transfer agent of such restriction. Such legend shall be removed by delivery of a substitute certificate without such legend if (i) such Company affiliated person shall have delivered to Commercial upon request an affidavit in form and substance satisfactory to Commercial necessary to enable counsel to Commercial to furnish a legal opinion or other partydocument requested by the transfer agent, to the effect that such legend is not required for purposes of the 1933 Act, (ii) after the expiration of one year from the Acquisition Merger Effective Time if such person did not become an "affiliate" of Commercial within the meaning of Rule 145 upon the Merger and Commercial has filed with the SEC all of the reports it is required to file under the 1934 Act during such one year period, or (iii) after the expiration of two years from the Acquisition Merger Effective Time unless, in the opinion of the counsel for Commercial, such person was an "affiliate" of Commercial within the meaning of Rule 145 within three months prior to the expiration of such two year period. Commercial shall use its best efforts to provide the transfer agent in a timely manner with any required legal opinion or other documentation necessary for the sale or transfer of any Commercial Common Stock received in the Merger. So long as shares of such Commercial common stock bear such legend, no transfer of such Commercial Common Stock shall be allowed unless and until the transfer agent is provided with such information as may reasonably be requested by counsel for Commercial to assure that such transfer will not violate applicable provisions of the 1933 Act, or rules, regulations or policies of the SEC.

Registration Statement; Prospectus/Proxy Statement. (a) For Following the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall use its best efforts to prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall use its best efforts to prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading with respect included as a prospectus. Each of Parent and the Company shall use its best efforts to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in Form S-4 Registration Statement and the Prospectus/Proxy Statement is to comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or becomes incorrect or incomplete in any material respect its staff and to provide Purchaser have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the information needed to correct such inaccuracy or omissionSEC. The Company will furnish Purchaser with such supplemental information as may be necessary in order use its best efforts to cause the Prospectus/Proxy Statement, insofar Statement to be mailed to the Company's stockholders as it relates to promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of the Company and its subsidiaries, to comply with applicable Law after the mailing thereof Parent shall promptly furnish to the shareholders other all information that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If any event occurs, or if either 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 Prospectus/Proxy Statement, then such party shall promptly inform the other thereof and shall cooperate in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (cb) Purchaser Prior to the Effective Time, Parent shall use its best efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will furnish be registered or qualified under the securities law of every jurisdiction of the 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 with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statementStockholders' Meeting; PROVIDED, insofar as it relates to Purchaser and its subsidiariesHOWEVER, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent that Parent shall not be unreasonably withheld required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or delayed. The Company authorizes Purchaser (ii) to utilize file a general consent to service of process in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading 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 Prospectus/Proxy Statement to comply with respect 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. The Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5. 1. The Company shall ensure that: (1) none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting ; (2) none of the shareholders information supplied or to be supplied by or on behalf of the Company, referenced herein, any information provided Company for inclusion or incorporation by it reference in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company ifwill, at any the time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and mailed to provide the stockholders of the Company with or at the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders time of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.the

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) of registering Purchaser the Preferred Stock for issuance to be issued to holders of the Company Shares Common Stock in connection with the Company Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsauthorities, and (ii) of holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyCompany Shareholders' Meeting, the "Company Proposals"), Purchaser and the Company will parties hereto shall cooperate in the preparation of a an appropriate registration statement on Form S-4 (such registration statement, together with all and any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a the prospectus/proxy statement satisfying all applicable requirements of applicable state securities laws, and of the Securities Act of 1933, as amended (the "1933 Act") and the Securities Exchange Act of 1934, as amended, amended (the "1934 Act") and the rules and regulations thereunder (the "Securities Exchange Act"). Such such prospectus/proxy statement in the form mailed by the Company to its shareholdersstatement, together with any and all amendments or supplements thereto, is being herein referred to as the "Prospectus/Proxy Statement")." (b) Patapsco shall furnish such information concerning Patapsco and the Patpasco Subsidiaries (as defined in Section 3.1 hereof) as is necessary in order to cause the Prospectus/ Proxy Statement, insofar as it relates to such corporations, to comply with Section 1.10(a) hereof. Patapsco agrees promptly to advise the Company if at any time prior to the Company Shareholders' Meeting any information provided by Patapsco in the Prospectus/Proxy Statement becomes incorrect or incomplete in any material respect and to provide the information needed to correct such inaccuracy or omission. Patapsco shall promptly file such supplemental information as may be necessary in order to cause such Prospectus/Proxy Statement, insofar as it relates to Patapsco and the Patapsco Subsidiaries, to comply with Section 1.10(a). (c) The Company will shall furnish Purchaser Patapsco with such information concerning the Company and its subsidiaries the Company Subsidiaries (as defined in Section 2.1 hereof) as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariessuch corporations, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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 misleadingSection 1.10(a) hereof. The Company agrees promptly to advise Purchaser if, Patapsco if at any time prior to the meeting of the shareholders of the Company, referenced herein, Company Shareholders' Meeting any information provided by it the Company in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser Patapsco with the information needed to correct such inaccuracy or omission. The Company will shall furnish Purchaser Patapsco with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesthe Company Subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the CompanySection 1.10(a). (d) The Company Patapsco shall prepare and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly soon as practicable and will but not later than 60 days following the date of this Agreement. Patapsco shall use all reasonable efforts to cause the Registration Statement to become effective under the Securities 1933 Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide laws at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedearliest practicable date. The Company authorizes Purchaser Patapsco to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries the Company Subsidiaries provided to Purchaser Patapsco for the purpose of inclusion in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will The Company shall have the right to review and comment on the Registration Statement and to approve the form of proxy statement included in the Registration Statement. Patapsco shall advise the Company promptly when the Registration Statement has become effective, effective and of any supplements or amendments thereto, and Purchaser will Patapsco shall furnish the Company with copies of all such documents. Except for Prior to 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/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material Statement) that might constitute a "prospectus" relating to the Company Merger or the Company Proposals within the meaning of the Securities Act 1933 Act. (e) The Company shall consult with Patapsco in order to determine whether any directors, officers or any applicable state securities Law without the prior written consent shareholders of the other partyCompany may be deemed to be "affiliates" of Company ("affiliated persons") within the meaning of Rule 145 of the SEC promulgated under the 1933 Act. All shares of Preferred Stock issued to such Company affiliated persons in connection with the Company Merger shall bear a legend upon the face thereof stating that transfer of the securities is or may be restricted by the provisions of the 1933 Act, and notice shall be given to Patapsco's transfer agent of such restriction, provided that such legend shall be removed by delivery of a substitute certificate without such legend if such Company affiliated person shall have delivered to Patapsco a copy of a letter from the staff of the SEC or an opinion of counsel, in form and substance satisfactory to Patapsco, to the effect that such legend is not required for purposes of the 1933 Act, and, in any event, at any time after the expiration of two years from the Effective Time unless, in the opinion of the counsel for Patapsco, such person was an "affiliate" of Patapsco within the meaning of Rule 145 within three months prior to the expiration of such two year period. So long as shares of such Preferred Stock bear such legend, no transfer of such Preferred Stock shall be allowed unless and until the transfer agent is provided with such information as may reasonably be requested by counsel for Patapsco to assure that such transfer will not violate applicable provisions of the 1933 Act, or rules, regulations or policies of the SEC.

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval date of this Agreement and the Merger and the other transactions contemplated hereby (collectivelyAgreement, the "Company Proposals"), Purchaser Parent and the Company will cooperate in shall prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading 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 Prospectus/Proxy Statement to comply with respect 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. The Company will use all reasonable efforts to cause the Prospectus/Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall promptly furnish to Parent all information concerning the Acquired Corporations and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5. 1. The Company shall ensure that: (1) none of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting ; (2) none of the shareholders information supplied or to be supplied by or on behalf of the Company, referenced herein, any information provided Company for inclusion or incorporation by it reference in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with will, at the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in time the Prospectus/Proxy Statement will be false is mailed to the stockholders of the Company or misleading with respect to at the time of the Company Stockholders' Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders of the Company referenced herein, any information provided by it in ; and (3) the Prospectus/Proxy Statement is will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder. If any event relating to any of the Acquired Corporations or becomes incorrect Parent occurs, or incomplete in any material respect and to provide if either the Company with or Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the information needed to correct such inaccuracy Form S-4 Registration Statement or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser then the Company or Parent shall promptly inform the other thereof and its subsidiariesshall cooperate with each other in filing such amendment or supplement with the SEC and, to comply with applicable Law after the if appropriate, in mailing thereof such amendment or supplement to the shareholders stockholders of the Company. (db) The Company and Purchaser agree Prior to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SECEffective Time, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will Parent shall use all reasonable efforts to cause obtain all regulatory approvals needed to ensure that the Registration Statement Parent Common Stock to become effective be issued in the Merger will be registered or qualified under the Securities Act securities law of every jurisdiction of the 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 all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide vote at the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the CompanyStockholders' Meeting; provided, which consent however, that Parent shall not be unreasonably withheld required (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified or delayed. The Company authorizes Purchaser (ii) to utilize file a general consent to service of process in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other partyjurisdiction.

Registration Statement; Prospectus/Proxy Statement. (a) I For the purposes of (i) of holding the AccuMed Stockholders' Meeting, and (ii) of registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under and with applicable state securities authorities the Ampersand Common Stock to be issued to holders of AccuMed securities in connection with the Merger, 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 /Proxy Statement satisfying all applicable requirements of applicable state laws, and of the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (the "Securities Act"), and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectussuch Prospectus/proxy statement in the form mailed by the Company to its shareholdersProxy Statement, together with any and all amendments or supplements thereto, is herein referred to herein as the "Prospectus/Proxy Statement." (b) The Company will ). II AccuMed shall furnish Purchaser with such information concerning the Company and its subsidiaries AccuMed as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiariesAccuMed, to comply with applicable LawSection 1.9(a) hereof. None of AccuMed agrees promptly to advise Ampersand if at any time before the AccuMed Stockholders' Meeting any information relating to the Company and its subsidiaries supplied provided by the Company for inclusion AccuMed in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will AccuMed shall also furnish Purchaser Ampersand with such supplemental information as may be necessary in order to cause such Prospectus/Proxy Statement, insofar as it relates to AccuMed, to comply with Section 1.9(a) hereof. III Ampersand and Acquisition Sub shall furnish AccuMed with such information concerning Ampersand as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company Ampersand and its subsidiariesAcquisition Sub, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (cSection 1.9(a) Purchaser will furnish the Company with such information concerning Purchaser hereof. Ampersand and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to any material fact or will 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. Purchaser agrees Acquisition Sub agree promptly to advise the Company if, AccuMed if at any time prior to before the meeting of shareholders of the Company referenced herein, AccuMed Stockholders' Meeting any information provided by it Ampersand in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.the

Registration Statement; Prospectus/Proxy Statement. (a) For As promptly as practicable after the purposes date of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amendedthis Agreement, and in no event later than 45 days after the rules and regulations thereunder (the "Securities Act")date hereof, and complying with applicable state securities laws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval of this Agreement and the Merger and the other transactions contemplated hereby (collectively, the "Company Proposals"), Purchaser Parent and the Company will cooperate in prepare and cause to be filed with the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities laws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/proxy statement in the form mailed by the Company to its shareholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause SEC the Prospectus/Proxy Statement and Parent will prepare and cause to be filed with the SEC the Registration Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in which the Prospectus/Proxy Statement will be false or misleading included as a prospectus; provided, however, that to the extent the Prospectus/Proxy Statement is required to include pro forma financial statements that take into account the Company’s equity interest in Clearwire, and the information required in order to prepare such pro forma financial statements is not reasonably available within such 45-day period, such 45-day deadline will be extended to the extent reasonably necessary to receive and include such pro forma financial statements. Prior to the filing of the Prospectus/Proxy Statement and the Registration Statement, each of Parent and the Company will give the other a reasonable opportunity to review and comment on such documents in advance of filing and will consider in good faith the comments reasonably proposed by the other. Each of Parent and the Company will use its commercially reasonable efforts to cause the Registration Statement and the Prospectus/Proxy Statement to comply with respect the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Company will cause the Prospectus/Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable (and in any event within five Business Days) after the Registration Statement is declared effective under the Securities Act. The Company will promptly furnish to Parent all information concerning the Acquired Corporations and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.4. (b) None of the information to be supplied by or on behalf of the Company for inclusion in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries be supplied by Purchaser or on behalf of the Company for inclusion in the Prospectus/Proxy Statement will be false will, at the time the Prospectus/Proxy Statement is mailed to the stockholders of the Company or misleading with respect to at the time of the Company Stockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or will 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. Purchaser agrees promptly to advise Notwithstanding the foregoing, no representation or warranty is made by the Company ifwith respect to statements or information made or incorporated by reference in the Registration Statement or the Prospectus/Proxy Statement by or about the Parent Entities included by Parent or incorporated by reference by Parent in the Registration Statement or the Prospectus/Proxy Statement. If any event relating to any of the Acquired Corporations occurs, or if the Company becomes aware of any information, that should be disclosed in an amendment or supplement to the Registration Statement or the Prospectus/Proxy Statement, then the Company will promptly inform Parent thereof and will cooperate with Parent in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. Parent will promptly furnish to the Company all information concerning the Parent Entities that may be required or reasonably requested in connection with the preparation of the Prospectus/Proxy Statement. (c) None of the information to be supplied by or on behalf of Parent for inclusion in the Registration Statement (including information related to the Debt Financing) will, at the time the Registration Statement becomes effective under the Securities Act, contain any time prior 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 meeting of shareholders statements therein, in the light of the Company referenced hereincircumstances under which they are made, any not misleading. None of the information provided to be supplied by it or on behalf of Parent for inclusion in the Prospectus/Proxy Statement (including information related to the Debt Financing) will, at the time the Prospectus/Proxy Statement is mailed to the stockholders of the Company or becomes incorrect at the time of the Company Stockholders’ Meeting (or incomplete in any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material respect and fact required to provide the Company with the information needed to correct such inaccuracy be stated therein or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause make the statements therein, in the light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, no representation or warranty is made by Parent with respect to statements or information made or incorporated by reference in the Registration Statement or the Prospectus/Proxy Statement by or about the Acquired Corporations supplied by the Company for inclusion or incorporation by reference in the Registration Statement or the Prospectus/Proxy Statement. If any event relating to any of the Parent Entities occurs, or if Parent becomes aware of any information, that should be disclosed in an amendment or supplement to the Prospectus/Proxy Statement, insofar as it relates to Purchaser then Parent will promptly inform the Company thereof and its subsidiarieswill cooperate with the Company in filing such amendment or supplement with the SEC and, to comply with applicable Law after the if appropriate, in mailing thereof such amendment or supplement to the shareholders stockholders of the Company. Each of Parent and the Company will notify the other promptly upon the receipt of any written or oral comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement or the Prospectus/Proxy Statement and will provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. (d) The Each of Parent and the Company will cooperate and Purchaser agree provide the other (and its counsel) with a reasonable opportunity to cooperate in making review and comment on any preliminary filings of response to comments from the SEC or its staff or any amendment or supplement to the Registration Statement and Prospectus/Proxy Statement prior to delivering such response filing such amendment or supplement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under will consider in good faith the Securities Exchange Act. (e) Purchaser will file comments reasonably proposed by the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable other and will use all reasonable efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply provide each other with applicable state securities Laws. Purchaser shall provide the Company for its review a copy of the Registration Statement at least all such amount of time prior responses to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing or filings made with the SEC without the prior written consent of the CompanySEC. Without limiting Section 5.5, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning neither Parent nor the Company and its subsidiaries provided will make or file any amendment or supplement to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effective, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law Registration Statement without the prior written consent approval of the other partyparty (which will not be unreasonably withheld, conditioned or delayed), except to the extent such amendment or supplement is required by applicable Legal Requirements. Parent will advise the Company promptly after it receives notice of the Registration Statement being declared effective, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, and Parent and the Company will use reasonable best efforts to have any such stop order or suspension lifted, reversed, or otherwise terminated.

Registration Statement; Prospectus/Proxy Statement. (a) For the purposes of (i) registering Purchaser Stock for issuance to holders of the Company Shares in connection with the Merger with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and complying with applicable state securities lawsLaws, and (ii) holding the meeting of the Company's shareholders to vote upon the approval adoption of this Agreement and the Merger and the other transactions contemplated hereby and thereby (collectively, the "Company Proposals") and (iii) holding the meeting of Purchaser's stockholders to vote upon issuance of Purchaser Stock to the Company Shareholders in the Merger and the change in the name of Purchaser to "Visionics Corporation" as contemplated by Section 1.16 of this Agreement (the "Purchaser Proposals"), Purchaser 15 and the Company will cooperate in the preparation of a registration statement on Form S-4 (such registration statement, together with any and all amendments and supplements thereto, being herein referred to as the "Registration Statement"), including a prospectus/proxy statement satisfying all requirements of applicable state securities lawsLaws, the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act"). Such prospectus/prospectus/ proxy statement in the form mailed by the Company and Purchaser to its shareholderstheir respective shareholders and stockholders, together with any and all amendments or supplements thereto, is herein referred to as the "Prospectus/Proxy Statement." (b) The Company will furnish Purchaser with such information concerning the Company and its subsidiaries as is necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law. None of the information relating to the Company and its subsidiaries supplied by the Company for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company agrees promptly to advise Purchaser if, at any time prior to the meeting of the shareholders of the Company, Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide Purchaser with the information needed to correct such inaccuracy or omission. , The Company will furnish Purchaser with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to the Company and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the Company. (c) Purchaser will furnish the Company with such information concerning Purchaser and its subsidiaries as is necessary in order to cause the Prospectus/Proxy statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law. None of the information relating to Purchaser and its subsidiaries supplied by Purchaser for inclusion in the Prospectus/Proxy Statement will be false or misleading with respect to contain any untrue statement of a material fact or will 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. Purchaser agrees promptly to advise the Company if, at any time prior to the meeting of shareholders stockholders of the Company referenced herein, any information provided by it in the Prospectus/Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Purchaser will furnish the Company with such supplemental information as may be necessary in order to cause the Prospectus/Proxy Statement, insofar as it relates to Purchaser and its subsidiaries, to comply with applicable Law after the mailing thereof to the shareholders of the CompanyCompany and Purchaser. (d) The Company and Purchaser agree to cooperate in making any preliminary filings of the Prospectus/Proxy Statement with the SEC, as promptly as practicable, pursuant to Rule 14a-6 under the Securities Exchange Act. (e) Purchaser will file the Registration Statement with the SEC and appropriate materials with applicable state securities agencies as promptly as practicable after the date hereof and will use all its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act and all such state filed materials to comply with applicable state securities Laws. Purchaser shall shall, provide the Company for its review a copy of the Registration Statement at least such amount of time prior to each filing thereof as is customary in transactions of the type contemplated hereby and shall not make any filing with the SEC without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company authorizes Purchaser to utilize in the Registration Statement and in all such state filed materials, the information concerning the Company and its subsidiaries provided to Purchaser in connection with, or contained in, the Prospectus/Proxy Statement. Purchaser promptly will advise the Company when the Registration Statement has become effectiveeffective and, and of any supplements or amendments thereto, and Purchaser will furnish the Company with copies of all documents. Except for the Prospectus/Proxy Statement or the preliminary prospectus/proxy statement, neither Purchaser nor the Company shall distribute any written material that might constitute a "prospectus" relating to the Merger or the Company Proposals within the meaning of the Securities Act or any applicable state securities Law without the prior written consent of the other party.