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

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement), Parent and the Company shall jointly prepare and Parent shall cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement), Parent and the Company shall jointly prepare and cause to be filed with the SEC the Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus Prospectus, in preliminary form, will be included as a prospectus. Each of Parent and the Company parties shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the applicable rules and regulations promulgated by the SECExchange Act or Securities Act; (ii) to promptly notify the other upon receipt of, and cooperate with each other with respect and use reasonable best efforts to respond to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments or requests of the SEC or its staff with respect staff, including for any amendment or supplement to the Form S-4 Registration Statement and or the Proxy Statement/Prospectus; (iii) to promptly provide the other party (with copies of all written correspondence and a summary of all oral communications between it or its counsel) with a reasonable opportunity Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to review and comment on the Form S-4 Registration Statement and or the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) use reasonable best efforts to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the MergerMergers; and (vi) cooperate with the other party and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. The Company will, prior to filing the preliminary Proxy Statement/Prospectus, use its reasonable best efforts to obtain all necessary consents of the Company Financial Advisor to permit the Company to include in the Proxy Statement/Prospectus the opinion of the Company Financial Advisor that, as of the date of such opinion and based on and subject to the matters, assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio provided for in this Agreement is fair, from a financial point of view, to the holders of Company Common Stock (other than, as applicable, Parent, the Acquisition Subs and their respective Affiliates). (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, stockholders as promptly as practicable after the Form S-4 Registration Statement becomes is declared effective under the Securities Act. Each of Parent and the Company parties shall use reasonable best efforts promptly to furnish the other party parties all information concerning such party, its Subsidiaries Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 5.14.3. Each If, at any time prior to obtaining the Required Company Stockholder Vote, any party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/ProspectusProspectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Proxy Statement/Prospectus not misleading, then such party shall: (iA) shall promptly inform the other party thereof; (iiB) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iiiC) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (ivD) cooperate, if mailing is required by law or otherwise appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement), Parent and the Company shall jointly prepare and cause to be filed with the SEC the Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus Prospectus, in preliminary form, will be included as a prospectus. Each of Parent the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Company shall Proxy Statement/ Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other party promptly of the upon receipt of of, and cooperate with each other and use reasonable best efforts to respond to, any comments from or requests of the SEC or staff of the SECits staff, including for amendments any amendment or supplements supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between such party it or any of its Representatives, on the one hand, and the SEC or the staff of the SECits staff, on the other hand, with respect relating to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) use reasonable best efforts to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal. The Company will, prior to filing the preliminary Proxy Statement/Prospectus, use its reasonable best efforts to obtain all necessary consents of the Company Financial Advisor to permit the Company to include in the Proxy Statement/Prospectus the opinion of the Company Financial Advisor that, as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view, to the holders of the Company Common Stock (other than the Excluded Shares). (b) Parent shall advise the Company, promptly after receipt of notice thereof, of the time when the Form S-4 Registration Statement becomes effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto, or the suspension of the shares of Parent Common Stock for offering or sale in any jurisdiction, or any request by the SEC or its staff for any amendment of or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and Parent shall use its reasonable best efforts to as promptly as practicable have any stop order relating to the Form S-4 Registration Statement or any such suspension of the shares of Parent Common Stock lifted, reversed or otherwise terminated. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, stockholders as promptly as practicable after the Form S-4 Registration Statement becomes is declared effective under the Securities Act. Each of Parent and the Company parties shall promptly furnish the other party parties all information concerning such party, its Subsidiaries Subsidiaries, directors, officers and (to the extent reasonably available to such party) stockholders that may be required by applicable Legal Requirements or reasonably requested by the other party or its Representatives in connection with any action contemplated by this Section 5.14.3. Each If, at any time prior to obtaining the Required Company Stockholder Vote, any party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/ProspectusProspectus in order to make any statement therein, in the light of the circumstances under which it is made, not false or misleading with respect to a material fact, or in order to avoid the omission of a material fact necessary to make the statements in the Form S-4 Registration Statement or the Proxy Statement/Prospectus not misleading, then such party shallparty: (iA) shall promptly inform the other party thereof; (iiB) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iiiC) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (ivD) cooperate, if mailing is required by law or otherwise appropriate, shall cooperate in mailing such amendment or supplement to the stockholders of the Company. (bc) Prior to the Effective Time, Parent shall use commercially its reasonable best efforts to obtain take all regulatory approvals needed other actions required to ensure that be taken under the Securities Act and the rules and regulations of the SEC promulgated thereunder, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or any applicable state securities or “blue sky” laws and the rules and regulations thereunder, in connection with the issuance of Parent Common Stock to be issued in the Merger will (to Merger, including the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state of the United States in which any registered holder of Company Parent Common Stock has an address to be issued upon the exercise of record on the record date for determining the stockholders entitled to notice converted Company Options and upon vesting of and to vote at the converted Company Stockholders’ MeetingRSUs; provided, however, that Parent shall not be required: (i) required to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; so qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement practicable, and in any event within forty-five (but in no event later than 10 Business Days 45) days following the date execution of this Agreement), (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC the Proxy Statement/Prospectus in preliminary form, which shall contain the Company Recommendation (unless a Company Adverse Recommendation Change has occurred) and the Parent Recommendation (unless a Parent Adverse Recommendation Change has occurred), and (ii) Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration StatementS-4, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or include the Proxy Statement/Prospectus. Each of Parent and To the Company shall use commercially reasonable efforts: extent necessary, (i) to Parent shall cause the Form S-4 Registration Statement depositary of Parent ADSs to prepare and the Proxy Statement/Prospectus to comply file with the applicable SEC, no later than the date prescribed by the rules and regulations promulgated by under the SEC; (ii) to promptly notify the other ofSecurities Act, cooperate with each other with respect toa registration statement, provide the other party (and its counsel) with or a reasonable opportunity to review and comment onpost-effective amendment thereto, and respond promptly toas applicable, in each caseon Form F-6 or 8-K, any comments of the SEC or its staff as applicable, with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document Parent ADSs deliverable in connection with the SEC; Merger and (ivii) Parent shall use its commercially reasonable efforts to have the Form S-4 Registration Statement become such filing declared effective under the Securities Act as promptly as practicable after it is filed such filing and to keep such filing effective as long as necessary to consummate the transactions contemplated by this Agreement, including the Merger. Parent shall use its commercially reasonable efforts, and the Company shall reasonably cooperate with Parent in such efforts (including by providing all information reasonably requested by Parent in connection with the SEC; preparation of the Form S-4) to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and (v) to keep the Form S-4 Registration Statement effective through as long as necessary to consummate the Closing in order to permit the consummation of transactions contemplated by this Agreement, including the Merger. The Company shall use commercially reasonable efforts establish a record date for the Company Stockholders Meeting and Parent shall establish a record date for the Parent Shareholders Meeting (which shall, to cause the extent practicable and consistent with applicable Law or the rules of the relevant securities exchange, be the same date as the record date for the Company Stockholders Meeting) and each of the Company and Parent shall commence a broker search in connection therewith, as promptly as practicable following the date of this Agreement and mail the Proxy Statement/Prospectus to be mailed to holders of the Company’s stockholdersCompany Common Stock and Parent Shareholders, as applicable, as promptly as practicable after the Form S-4 Registration Statement becomes is declared effective under the Securities ActAct (and in any event within ten (10) days of the date the Form S-4 is declared effective by the SEC). Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will also use commercially reasonable efforts to cause take any action required to be delivered taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of Parent ADSs pursuant to Parent a consent letter this Agreement, and each party shall furnish all information concerning the Company and Parent, as applicable, as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Proxy Statement/Prospectus. For the avoidance of doubt, the obligations of each party in this Section 6.1(a) shall include provision by such party of (x) all such information about itself, its directors and its Affiliates as may be reasonably requested by the other party for inclusion in the Proxy Statement/Prospectus or Form S-4 and (y) reasonable access to, and using commercially reasonable efforts to provide reasonable assistance from, the other party’s independent accounting firmrepresentatives in connection therewith. No filing of, before or amendment or supplement to, or correspondence to the date on which SEC or its staff with respect to, the Form S-4, shall be made by Parent, or with respect to the Proxy Statement/Prospectus shall be made by the Company, or in either case any of their respective subsidiaries, without providing the other party a reasonable opportunity to review and comment thereon. Parent shall advise the Company, promptly after it receives notice of the time when the Form S-4 Registration Statement becomes has become effective (and reasonably satisfactory in form and substance to or any supplement or amendment has been filed, the other party)issuance of any stop order, that is customary in scope and substance for consent letters delivered by independent public accountants the suspension of the qualification of the Parent ADSs issuable in connection with registration statements similar to the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 Registration or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice of any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If either Parent or at any time prior to the Effective Time the Company becomes aware of or Parent discover that any information that relating to the Company or Parent, or any of their respective Affiliates, officers or directors, which should be disclosed set forth in an amendment or supplement to either the Form S-4 Registration Statement or the Proxy Statement/Prospectus, then so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party shall: (i) which discovers such information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party thereof; (ii) provide the other party (and its counsel) with has had a reasonable opportunity to review and comment on any amendment or supplement thereon, and, to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior extent required by applicable Law, disseminated to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders holders of the CompanyCompany Common Stock. (b) Prior Whether or not the Merger is consummated, Parent and the Company shall share equally all expenses incurred in connection with all filings and other fees paid to the Effective TimeSEC (other than attorneys’ fees, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 accountants’ fees, investment bankers’ fees and to vote at the Company Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionrelated expenses).

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement Agreement, Amneal and Impax shall jointly prepare, and shall cause Holdco to file with the SEC the Registration Statement, which will include the Proxy Statement/Prospectus constituting a part thereof, and each of Amneal and Impax shall promptly furnish all information concerning itself and its Affiliates as may be reasonably requested by the other party and shall otherwise reasonably assist and cooperate with the other in connection with the preparation, filing and distribution of the Registration Statement. Each of Amneal and Impax will use their respective reasonable best efforts to (i) cause the Registration Statement and the Proxy Statement/Prospectus, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC or its staff concerning the Registration Statement and the Proxy Statement/Prospectus, (iii) have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) keep the Registration Statement effective for so long as necessary to complete the Transactions. (b) No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus, or response to SEC comments with respect thereto, will be made by Amneal or Impax, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Impax will cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act (but in no event later earlier than 10 Business Days following the record date of this Agreementset by Impax for the Impax Stockholder Meeting). (c) Amneal or Impax, Parent and the Company shall jointly prepare and Parent shall cause to be filed with the SEC the Form S-4 Registration Statementas applicable, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall promptly notify the other party promptly of upon the receipt of any comments from the SEC or staff of any request from the SEC, SEC for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional informationProspectus, and shall supply will, as promptly as practicable after receipt thereof, provide the other party with copies of all material correspondence between such party or any of it and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, and all written comments with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent Prospectus received from the SEC and advise the Company shall use commercially reasonable efforts: (i) other on any oral comments with respect to cause the Form S-4 Registration Statement and or the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by received from the SEC; (ii) to . Impax will advise Amneal, promptly notify the other ofafter Holdco receives notice thereof, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to time of effectiveness of the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide issuance of any stop order relating thereto or the other party (and its counsel) suspension of the qualification of the shares of Class A Common Stock issuable in connection with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/ProspectusImpax Merger for offering or sale in any jurisdiction, and any amendment or supplement thereto, prior Amneal and Impax will use their respective reasonable best efforts to filing of have any such document with the SEC; stop order or suspension lifted, reversed or otherwise terminated. (ivd) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; Impax and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall Amneal will also use commercially their respective reasonable best efforts to cause the Proxy Statement/Prospectus take any other action required to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective taken under the Securities Act. Each of Parent , the Exchange Act, any applicable foreign or state securities or “blue sky” Laws and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries rules and stockholders that may be required or reasonably requested regulations thereunder in connection with the Transactions. If at any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance time prior to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent or the Company becomes aware of Impax Merger Effective Time any information that relating to Amneal or Impax, or any of their respective Affiliates, officers or directors, is discovered by Amneal or Impax which should be disclosed set forth in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus, then so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party shall: (i) that discovers such information shall promptly inform notify the other party thereof; (ii) provide the other party (hereto and each of Amneal and Impax shall use its counsel) with a reasonable opportunity best efforts to review and comment on any cause an appropriate amendment or supplement describing such information to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being be promptly filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 required by law, disseminated to notice of and to vote at the Company Impax Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution and delivery of this Agreement), Parent and the Company shall jointly prepare prepare, and Parent shall cause to be filed file with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the a Registration Statement on Form S-4 in connection with the issuance of shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement or shall include (i) a prospectus for the Proxy Statement/Prospectus or for additional informationissuance of shares of Parent Common Stock in the Merger, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff (ii) a proxy statement of the SECCompany for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Stockholder Meeting (as may be amended or supplemented from time to time, on the other hand, with respect to the Form S-4 Registration Statement or the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use commercially its reasonable efforts: (i) best efforts to cause have the Form S-4 Registration Statement and declared effective by the Proxy Statement/Prospectus to comply SEC under the Securities Act as promptly as practicable after such filing with the applicable rules SEC. Without limiting the generality of the foregoing, each of the Company and regulations promulgated by the SEC; (ii) to promptly notify the other ofParent shall, and shall cause its respective representatives to, fully cooperate with each other with respect to, provide the other party (hereto and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, respective representatives in each case, any comments the preparation of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide , and shall furnish the other party (hereto with all information concerning it and its counsel) Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with a reasonable opportunity to review and comment on the Form S-4 preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as review and comment thereon. As promptly as practicable after it the Registration Statement is filed with declared effective by the SEC; , Parent and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement disseminated to the stockholders of the Company. (b) Prior Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation. (c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Effective TimeProxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure delayed or conditioned); provided, however, that the Parent Common Stock Company, in connection with a Company Board Recommendation Change, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 6.5(c) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be issued in subject to the Merger will (Company’s right to have the deliberations and conclusions of the Company Board accurately described. A “Qualifying Amendment” means an amendment or supplement to the proxy statement for the Company if and solely to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: it contains (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or Company Board Recommendation Change, (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information reasonably related to file a general consent to service of process in any jurisdictionthe foregoing.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution of this Agreement), Parent and the Company VTEL shall jointly prepare and Parent shall cause to be filed file with the SEC the Form S-4 a Registration Statement, in which the Statement containing a joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and (the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the "Proxy Statement/Prospectus. Each ") for stockholders of Parent and the Company shall use commercially reasonable efforts: and VTEL in connection with (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective registration under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersoffer, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each sale and delivery of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent VTEL Common Stock to be issued in the Merger will and (ii) the vote of the requisite percentage of the stockholders of the Company and VTEL with respect to the extent requiredMerger and this Agreement. VTEL and the Company shall each use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken in order to comply with any applicable federal or state securities laws in connection with the issuance of shares of VTEL Common Stock in the Merger. VTEL and the Company shall each furnish all information concerning itself, its subsidiaries and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and VTEL shall mail (the "Mailing Date") be registered or qualified or exempt from registration or qualification under the securities law of every state of Proxy Statement/Prospectus to the United States in which any registered holder holders of Company Common Stock has an address or VTEL Common Stock, as the case may be, of record on the record date for determining the stockholders entitled at least 20 calendar days prior to notice of and to vote at the Company Stockholders’ ' Meeting and the VTEL Stockholders' Meeting; provided. It shall be a condition to the mailing of the Proxy Statement/Prospectus that VTEL and the Company shall have received the comfort letters described in Section 6.16 of this Agreement, that Parent if VTEL shall not have requested such letters as described in Section 6.16 hereof. The Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of the Company and VTEL in favor of the Merger. (b) None of the information supplied or to be required: supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to qualify state any material fact required to do business as a foreign corporation in any jurisdiction in which it is be stated therein or necessary to make the statements made therein not now qualified; or misleading and (ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the VTEL Stockholders' Meeting, contain any untrue statement of a material fact or omit to file state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the VTEL Stockholders' Meeting any event or circumstance relating to the Company or any of its affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a general consent supplement to service the Proxy Statement/Prospectus, the Company shall promptly inform VTEL. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Proxy Statement/Prospectus to the extent that the information contained therein relates to the CORPDAL:59869.4 22768-00022 42 Company and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of process applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein. (c) None of the information supplied or to be supplied by VTEL for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any jurisdictionuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the VTEL Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the VTEL Stockholders' Meeting any event or circumstance relating to VTEL or any of its affiliates, or its or their respective officers or directors, should be discovered by VTEL that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, VTEL shall promptly inform the Company. All documents that VTEL is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Registration Statement to the extent that the information contained therein relates to VTEL and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein.

Registration Statement; Proxy Statement/Prospectus. (a) As The Company shall, promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement)hereof, Parent and the Company shall jointly prepare and Parent shall cause to be filed file with the SEC a Proxy Statement relating to the Form S-4 Registration StatementMerger and this Agreement, obtain and furnish the information required to be included by the SEC in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent Statement and the Company shall notify the other party respond promptly of the receipt of to any comments from made by the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or Proxy Statement, and cause the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy prospectus to be included in the Registration Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and including any amendment or supplement thereto, to be mailed to its Stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC. The Company shall use all reasonable efforts to obtain the necessary approval of the Merger and this Agreement by its Stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.2(c), the Company shall not file with or supplementally provide to the SEC or mail to its Stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior to filing consent, which consent shall not be unreasonably withheld or delayed. The Company shall allow Parent's full participation in the preparation of the Proxy Statement and any such document amendment or supplement thereto and shall consult with Parent and its advisors concerning any comments from the SEC with respect thereto. (b) Parent shall prepare and file with the SEC; (iv) SEC a Registration Statement on Form S-4, in which the Proxy Statement shall be included as a prospectus, and the parties hereto shall use all reasonable efforts to have the Form S-4 Registration Statement become declared effective under by the Securities Act SEC as promptly as practicable after it is filed such filing. Parent shall obtain and furnish the information required to be included in the Registration Statement and, after consultation with the SEC; and Company, respond promptly to any comments made by the SEC with respect to the Registration Statement. (vc) to keep The Proxy Statement shall include the Form S-4 Registration Statement effective through the Closing in order to permit the consummation recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger. The , except to the extent that the Company shall use commercially reasonable efforts to cause have withdrawn or modified its recommendation of this Agreement or the Proxy Statement/Prospectus to be mailed to Merger as permitted by Section 4.2(c). (d) Parent and the Company’s stockholdersCompany shall, as promptly as practicable after practicable, make all necessary filiIngs with respect to the Form S-4 Registration Statement becomes effective Merger under the Securities Act. Each of Parent Act and the Company shall promptly furnish Exchange Act and the other party all information concerning such partyRegulations thereunder and under applicable Blue Sky or similar securities Laws, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially all reasonable efforts to obtain required Approvals with respect thereto. (e) Each party hereto agrees to furnish all regulatory approvals needed information concerning itself as may be reasonably required to ensure that prepare the Parent Common Stock Proxy Statement or Registration Statement or to be issued make such filings pursuant to Section 5.1(d). Each party hereto agrees to correct any information provided by it for use in the Merger will (to the extent required) be registered Proxy Statement or qualified Registration Statement that has become false or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation misleading in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionmaterial respect.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution of this Agreement), Parent subject to the terms of this Section 7.01, the Company and Spartan shall prepare and mutually agree upon and the Company shall jointly prepare cause NewCo to and Parent NewCo shall cause to be filed file with the SEC a registration statement on Form F-4 relating to the Form S-4 transactions contemplated by this Agreement (as amended from time to time, the “Registration Statement, in which ”) (it being understood that the Registration Statement shall include a proxy statement/prospectus (the “Proxy Statement/Prospectus Prospectus”) which will be included therein as a prospectusprospectus with respect to NewCo and which will be used as a proxy statement with respect to the Spartan Stockholders’ Meeting to adopt and approve the Spartan Proposals and other matters reasonably related to the Spartan Proposals, all in accordance with and as required by Spartan’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the New York Stock Exchange) to be sent to the stockholders of Spartan relating to the meeting of Spartan’s stockholders (including any adjournment or postponement thereof, the “Spartan Stockholders’ Meeting”) to be held to consider (i) approval and adoption of this Agreement and the Spartan Merger, (ii) approval and adoption of the amended and restated certificate of incorporation of the Surviving Corporation (collectively, the “Required Spartan Proposals”) and (iii) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “Spartan Proposals”). Each of Parent Spartan, Xxxxxxxxx Charging and the Company shall notify furnish all information as may be reasonably requested by another party in connection with such actions and the other party promptly preparation of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent Spartan and the Company each shall use commercially their reasonable efforts: best efforts to (ix) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document when filed with the SEC; , to comply in all material respects with all legal requirements applicable thereto, (ivy) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement/Prospectus and (z) have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (v) to keep . As promptly as practicable following the Form S-4 Registration Statement effective through the Closing in order to permit the consummation effectiveness of the Merger. The Company Registration Statement, Spartan shall use commercially reasonable efforts to cause mail the Proxy Statement/Prospectus to be mailed its stockholders. The Company shall cause NewCo to promptly advise Spartan of the Company’s stockholderstime of effectiveness of the Registration Statement, as promptly as practicable after the Form S-4 Registration Statement becomes effective under issuance of any stop order relating thereto or the Securities Act. Each suspension of Parent the qualification of the NewCo Ordinary Shares for offering or sale in any jurisdiction, and each of NewCo, Xxxxxxxxx Charging, the Company and Spartan shall promptly furnish the other party all information concerning such party, use its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable best efforts to cause to be delivered to Parent a consent letter of have any such party’s independent accounting firmstop order or suspension lifted, before the date on which the Form S-4 Registration Statement becomes effective reversed or otherwise terminated. (and reasonably satisfactory in form and substance to the other party)b) No filing of, that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus will be made by Spartan without the approval of the Company or by NewCo without the approval of Spartan (such approval not to be unreasonably withheld, conditioned or delayed). Each of Spartan and NewCo will advise the other party promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. Each of Spartan, Xxxxxxxxx Charging, NewCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned, or delayed) any response to comments of the SEC with respect to the Proxy Statement/Prospectus and any amendment to the Proxy Statement/Prospectus filed in response thereto. (c) Spartan represents that the information supplied by Spartan for inclusion in the Proxy Statement/Prospectus shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, at (i) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Spartan, (ii) the time of the Spartan Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to Spartan, or its respective officers or directors, should be discovered by Spartan which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, then such party shall: (i) Spartan shall promptly inform the other party thereof; (ii) provide Company. All documents that Spartan is responsible for filing with the SEC in connection with the Spartan Merger or the other party transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (and its counseld) with a reasonable opportunity to review and comment on any amendment or supplement to The Company represents that the Form S-4 Registration Statement or information supplied by the Company for inclusion in the Proxy Statement/Prospectus prior shall not include any untrue statement of a material fact or omit to it being filed with state any material fact necessary in order to make the SEC; statements therein, in the light of the circumstances under which they were made, not misleading, at (iiii) provide the other party with a copy of such time the Proxy Statement/Prospectus (or any amendment thereof or supplement promptly after it thereto) is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement first mailed to the stockholders of Spartan, (ii) the Company. time of the Spartan Stockholders’ Meeting and (biii) Prior the Effective Time. If, at any time prior to the Effective Time, Parent any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, the Company shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform Spartan. All documents that the Parent Common Stock Company is responsible for filing with the SEC in connection with the Spartan Merger or the other transactions contemplated by this Agreement will comply as to be issued form and substance in all material respects with the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state applicable requirements of the United States in which any registered holder of Company Common Stock has an address of record on Securities Act and the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionExchange Act.

Registration Statement; Proxy Statement/Prospectus. (ai) As promptly as reasonably practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution and delivery of this Agreement, Acquiror shall, in accordance with this Section 8.02(a), Parent and the Company shall jointly each of ZF and IDX will reasonably cooperate (including causing each of their Subsidiaries and Representatives to reasonably cooperate) with Acquiror, and provide to Acquiror all information regarding such Party, its Affiliates and its business that is necessary therefor, to prepare and Parent shall cause file with the SEC, in preliminary form, a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Acquiror with the SEC pursuant to which shares of Acquiror Common Stock issuable in the Form S-4 Registration StatementMergers to holders of ZF Common Stock, ZF Restricted Shares, IDX Capital Stock, ZF Warrants and IDX Warrants, other than holders executing the Written Consents, and pursuant to which shares of Acquiror Common Stock and Acquiror Warrants to be issued in which connection with the Proxy Statement/Prospectus Domestication, will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of registered with the SEC, for amendments or supplements to which shall include a proxy statement in connection with the Form S-4 Registration Statement or Transactions (the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the “Proxy Statement/Prospectus”) to be sent to the shareholders of Acquiror in advance of the Special Meeting, for the purpose of, among other things (i) providing Acquiror’s shareholders with the opportunity to redeem Pre-Domestication Acquiror Ordinary Shares by tendering such shares for redemption not later than two Business Days prior to the originally scheduled date of the Special Meeting (the “Acquiror Shareholder Redemption”) and (ii) soliciting proxies or votes from holders of Pre-Domestication Acquiror Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. Without the prior written consent of ZF and IDX, the Acquiror Shareholder Matters shall be the only matters (other than procedural matters) which Acquiror shall propose to be acted on by the Acquiror’s shareholders at the Special Meeting, as adjourned or postponed. Each of Parent Acquiror, ZF and the Company IDX shall use commercially its reasonable efforts: (i) best efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; such filing and (v) to keep the Form S-4 Registration Statement effective through as long as is necessary to consummate the Closing in order to permit Transactions. Promptly after the consummation of Registration Statement is declared effective under the Merger. The Company shall use commercially reasonable efforts to Securities Act, Acquiror will cause the Proxy Statement/Prospectus to be mailed to shareholders of Acquiror. (ii) Prior to filing with the Company’s stockholdersSEC, Acquiror will make available to ZF and IDX and their respective counsel drafts of the Registration Statement and any other documents to be filed with the SEC, both preliminary and final, and any amendment or supplement to the Registration Statement or such other document and will provide ZF and IDX and their respective counsel with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. Acquiror shall not file any such documents with the SEC without the prior consent of ZF and IDX (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror will advise ZF and IDX promptly after it receives notice thereof, of: (A) the time when the Registration Statement has been filed; (B) the filing of any supplement or amendment to the Registration Statement; (C) any request by the SEC for amendment of the Registration Statement; (D) any comments from the SEC relating to the Registration Statement and responses thereto; (E) requests by the SEC for additional information; and (F) the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction or of the initiation or written threat of any proceeding for any such purpose. Acquiror shall respond to any SEC comments on the Registration Statement as promptly as practicable after and shall use its reasonable best efforts to have the Form S-4 Registration Statement becomes declared effective by the SEC under the Securities Act. Each Act as promptly as practicable; provided, that prior to responding to any requests or comments from the SEC, Acquiror will make available to ZF and IDX and their respective counsel drafts of Parent any such response and the Company shall promptly furnish the other party all information concerning provide ZF and IDX and their respective counsel with a reasonable opportunity to comment on such partydrafts. (iii) If, its Subsidiaries and stockholders that may be required or reasonably requested in connection with at any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance time prior to the other party)Special Meeting, that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent or the Company becomes aware of there shall be discovered any information that should be disclosed set forth in an amendment or supplement to the Form S-4 Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Acquiror shall promptly file an amendment or supplement to the Registration Statement containing such information. Each of ZF and IDX will provide to Acquiror and the other Company Party all information regarding such Party, its Affiliates and its business that is necessary for any filing contemplated by the immediately preceding sentence. If, at any time prior to the Closing, ZF or IDX discovers any information, event or circumstance relating to such Party, its business or any of its Affiliates, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Party shall promptly inform Acquiror and the other Company Party of such information, event or circumstance and provide to Acquiror and the other Company Party all information necessary to correct any such deficiencies. (iv) Acquiror shall make all necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. Each of ZF and IDX agrees to promptly provide Acquiror with all information concerning the business, management, operations and financial condition of such Party and its Subsidiaries, in each case, reasonably requested by Acquiror for inclusion in the Proxy Statement/Prospectus. Each of Acquiror, then such party shall: (i) promptly inform ZF and IDX agrees to furnish to the other party thereof; (ii) provide the Parties all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other party (equityholders and its counsel) information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior or any other statement, filing, notice or application made by or on behalf of Acquiror, ZF, IDX, or their respective Affiliates to it being filed any regulatory authority (including the NYSE and NASDAQ) in connection with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the CompanyTransactions. (bv) Prior If, in connection with the preparation and filing of the Registration Statement or Proxy Statement/Prospectus, the SEC requests or requires that tax opinions be prepared and submitted in connection therewith, Acquiror and the Company Parties (together with any applicable officers or Affiliates) shall deliver to Xxxxxxxx & Xxxxx, Xxxxxxx LLP and Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C., respectively, customary Tax representation letters reasonably satisfactory to their respective counsel, dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel in connection with the preparation and filing of the Registration Statement and Proxy Statement/Prospectus, and, if required, Xxxxxxxx & Xxxxx LLP shall furnish an opinion, subject to customary assumptions and limitations, to the Effective Timeeffect that the Domestication should be treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and, Parent if required, Xxxxxxx LLP and/or Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. shall furnish an opinion or opinions to their respective clients, subject to customary assumptions and limitations, to the effect that the Intended Income Tax Treatment should apply to the Mergers applicable to their respective clients. The Parties and their Affiliates (including officers) shall use commercially reasonable efforts and reasonably cooperate with one another in connection with the issuance to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law any other Party of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionsuch tax opinion.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution of this Agreement), Parent subject to the terms of this Section 7.01, the Company and FRSG shall prepare and mutually agree upon and the Company shall jointly prepare cause NewCo to, and Parent shall cause to be filed NewCo shall, file with the SEC a registration statement on Form F-4 relating to the Form S-4 Transactions (as amended from time to time, the “Registration Statement, in which ”) (it being understood that the Registration Statement shall include a proxy statement / prospectus (the “Proxy Statement/Prospectus Prospectus”) which will be included therein as a prospectusprospectus with respect to NewCo and which will be used as a proxy statement with respect to the FRSG Stockholders’ Meeting to adopt and approve the FRSG Proposals and other matters reasonably related to the FRSG Proposals, all in accordance with and as required by FRSG’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the NASDAQ) to be sent to the stockholders of FRSG relating to the meeting of FRSG’s stockholders (including any adjournment or postponement thereof, the “FRSG Stockholders’ Meeting”) to be held to consider (x) approval and adoption of this Agreement and the FRSG Merger, (y) the approval and adoption of the equity incentive plan in the form reasonably agreed between the parties following the date hereof (the “Equity Incentive Plan Proposal”) and (z) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “FRSG Proposals”). Each of Parent FRSG and the Company shall notify furnish all information as may be reasonably requested by another party in connection with such actions and the other party promptly preparation of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent FRSG and the Company each shall use commercially their reasonable efforts: best efforts to (ix) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document when filed with the SEC; , to comply in all material respects with all legal requirements applicable thereto, (ivy) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement and Proxy Statement/Prospectus and (z) have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (v) to keep . As promptly as practicable following the Form S-4 effectiveness of the Registration Statement effective through the Closing (and in order to permit the consummation of the Merger. The Company any event within five (5) Business Days thereof), FRSG shall use commercially reasonable efforts to cause mail the Proxy Statement/Prospectus to be mailed its stockholders. The Company shall cause NewCo to promptly advise FRSG of the Company’s stockholderstime of effectiveness of the Registration Statement, as promptly as practicable after the Form S-4 Registration Statement becomes effective under issuance of any stop order relating thereto or the Securities Act. Each suspension of Parent the qualification of the NewCo Ordinary Shares for offering or sale in any jurisdiction, and each of NewCo, the Company and FRSG shall promptly furnish the other party all information concerning such party, use its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable best efforts to cause to be delivered to Parent a consent letter of have any such party’s independent accounting firmstop order or suspension lifted, before the date on which the Form S-4 Registration Statement becomes effective reversed or otherwise terminated. (and reasonably satisfactory in form and substance to the other party)b) No filing of, that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus will be made by FRSG without the approval of the Company or by NewCo without the approval of FRSG (any such approval not to be unreasonably withheld, conditioned or delayed). Each of FRSG and NewCo will advise the other party promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. Each of FRSG, NewCo and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned, or delayed) any response to comments of the SEC with respect to the Proxy Statement/Prospectus and any amendment to the Proxy Statement/Prospectus filed in response thereto. (c) FRSG represents that the information supplied by FRSG for inclusion in the Proxy Statement/Prospectus shall not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, at (i) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of FRSG, (ii) the time of the FRSG Stockholders’ Meeting and (iii) the Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to FRSG, or its respective officers or directors, should be discovered by FRSG which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, then such party shall: (i) FRSG shall promptly inform the other party thereof; (ii) provide Company. All documents that FRSG is responsible for filing with the SEC in connection with the FRSG Merger or the other party Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (and its counseld) with a reasonable opportunity to review and comment on any amendment or supplement to The Company represents that the Form S-4 Registration Statement or information supplied by the Company for inclusion in the Proxy Statement/Prospectus prior shall not include any untrue statement of a material fact or omit to it being filed with state any material fact necessary in order to make the SEC; statements therein, in the light of the circumstances under which they were made, not misleading, at (iiii) provide the other party with a copy of such time the Proxy Statement/Prospectus (or any amendment thereof or supplement promptly after it thereto) is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement first mailed to the stockholders of FRSG, (ii) the Company. time of the FRSG Stockholders’ Meeting and (biii) Prior the Effective Time. If, at any time prior to the Effective Time, Parent any event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Proxy Statement/Prospectus, the Company shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure promptly inform FRSG. All documents that the Parent Common Stock Company is responsible for filing with the SEC in connection with the FRSG Merger or the other Transactions will comply as to be issued form and substance in all material respects with the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state applicable requirements of the United States in which any registered holder of Company Common Stock has an address of record on Securities Act and the record date for determining the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionExchange Act.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement Agreement, (but i) Check-Cap, in no event later than 10 Business Days following cooperation with Nobul, shall prepare a proxy statement relating to the date of this AgreementCheck-Cap Shareholder Meeting to be held in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”), Parent (ii) Nobul and the Company Check-Cap shall jointly prepare prepare, and Parent Nobul shall cause to be filed file with the SEC a registration statement on Form F-4 (the Form S-4 “Registration Statement”), in connection with the registration under the Securities Act of the Nobul Common Shares to be issued by virtue of the Merger and (iii) Nobul and Check-Cap shall prepare, and Nobul shall file with the OSC and the TSX, the Prospectus in accordance with the TSX listing manual. Each of Check-Cap and Nobul shall use their commercially reasonable efforts to cause the Registration Statement and the Prospectus to become effective as promptly as practicable and remain effective through the Closing Date, and shall take all or any action required under any applicable federal, provincial, state, securities and other Laws in connection with the issuance of Nobul Common Shares pursuant to the Merger. Each of the Parties shall furnish all information concerning itself and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement, Prospectus, and Proxy Statement. The Proxy Statement, Prospectus, and Registration Statement shall include, among other things, subject to Section 7.2, the Check-Cap Board Recommendation. (b) Check-Cap shall use commercially reasonable efforts to cause, and Nobul shall reasonably cooperate with Check-Cap in causing, the Proxy Statement to be furnished to the SEC on Form 6-K and mailed to the Check-Cap Shareholders, to the extent required under applicable Law, as promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. If any Party becomes aware of any event or information that, pursuant to the Securities Act, the Exchange Act, or applicable Canadian securities laws should be disclosed in an amendment or supplement to the Registration Statement, Prospectus, or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC, the OSC, the TSX and, if appropriate, in mailing such amendment or supplement to the Check-Cap Shareholders; provided, that Nobul shall not file any such amendment or supplement without providing the other Parties a reasonable opportunity to review and comment thereon. (c) Each of Check-Cap and Nobul covenants and agrees that the Registration Statement and the Prospectus will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of Check-Cap and Nobul covenants and agrees that the information supplied by them or on their behalf for inclusion in the Registration Statement, Prospectus, and Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, (i) Check-Cap makes no covenant, representation or warranty with respect to statements made in the Registration Statement and the Prospectus, if any, based on information provided by Nobul or its Subsidiaries or any of their Representatives for inclusion therein and (ii) Nobul makes no covenant, representation or warranty with respect to statements made in the Registration Statement and Prospectus, if any, based on information provided by Check-Cap or its Subsidiary or any of their Representatives for inclusion therein. (d) Each of Check-Cap and Nobul shall reasonably cooperate and provide, and cause its Representatives to provide, the other Parties and their Representatives, with all accurate and complete information regarding Check-Cap, Nobul or their respective Subsidiaries that is required by Law to be included in the Registration Statement, Prospectus, or the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company . (e) The Parties shall promptly notify the other party promptly Parties of the receipt of any comments from the SEC or the staff of the SEC, OSC or the staff of the OSC, TSX or staff of the TSX, if any, and of any request by the SEC or the staff of the SEC, OSC or the staff of the OSC, or TSX or staff of the TSX, if any, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus Prospectus, as applicable, or for additional information, information and shall supply the other party with copies of all correspondence between such party Check-Cap, Nobul or any of its their respective Representatives, on the one hand, and the SEC or the staff of the SEC, OSC or staff of the OSC, TSX or staff of the TSX, on the other hand, with respect to the Form S-4 Registration Statement Statement, Prospectus, or the Proxy Statement/ProspectusTransactions, as applicable. Each of Parent and the Company The Parties shall use their commercially reasonable efforts: (i) efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus respond as promptly as reasonably practicable to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its the staff of the SEC, OSC or staff of the OSC, TSX or staff of the TSX, with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide , as applicable, and shall give the other party (Parties and its counsel) with their respective counsel a reasonable opportunity to review participate in the formulation of any response to any such comments of the SEC, OSC, or TSX or its respective staff. (f) The Parties shall cooperate in, all necessary filings with respect to the Merger and comment on the Form S-4 Transactions under all applicable Israeli securities Laws and regulations, Canadian securities Laws and regulations, and United States state securities and “blue sky” Laws. (g) As promptly as reasonably practicable following the date of this Agreement, but in no event later than forty-five (45) days after the date of this Agreement, Nobul will furnish to Check-Cap (i) unaudited interim financial statements for each interim period completed prior to Closing that are required to be included in the Proxy Statement, Prospectus, or Registration Statement and not otherwise delivered pursuant to Section 4.6(a) (the “Nobul Interim Financial Statements”) and (ii) Nobul’s audited consolidated statements of income, cash flow and shareholders’ equity for each of its fiscal years required to be included in the Proxy Statement/, Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under (the Securities Act as promptly as practicable after it is filed with the SEC; “Nobul Audited Financial Statements”). Each of Nobul Audited Financial Statements and (v) to keep the Form S-4 Registration Statement effective through the Closing Nobul Interim Financial Statements will be suitable for inclusion in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus , Prospectus, or Registration Statement and prepared in accordance with IFRS as applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flows of Nobul as of the dates of and for the periods referred to be mailed to the Company’s stockholdersin Nobul Audited Financial Statements or Nobul Interim Financial Statements, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that case may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Companybe. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution of this Agreement), Parent and the Company VTEL shall jointly prepare and Parent shall cause to be filed file with the SEC the Form S-4 a Registration Statement, in which the Statement containing a joint Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and (the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the "Proxy Statement/Prospectus. Each ") for stockholders -------------------------- of Parent and the Company shall use commercially reasonable efforts: and VTEL in connection with (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective registration under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersoffer, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each sale and delivery of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent VTEL Common Stock to be issued in the Merger will and (ii) the vote of the requisite percentage of the stockholders of the Company and VTEL with respect to the Merger and this Agreement. VTEL and the Company shall each use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken in order to comply with any applicable federal or state securities laws in connection with the issuance of shares of VTEL Common Stock in the Merger. VTEL and the Company shall each furnish all information concerning itself, its subsidiaries and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and VTEL shall mail (the "Mailing Date") the Proxy Statement/Prospectus to the holders of Company ------------ Common Stock or VTEL Common Stock, as the case may be, of record at least 20 calendar days prior to the Company Stockholders' Meeting and the VTEL Stockholders' Meeting. It shall be a condition to the mailing of the Proxy Statement/Prospectus that VTEL and the Company shall have received the comfort letters described in Section 6.16 of this Agreement, if VTEL shall have ------------ requested such letters as described in Section 6.16 hereof. The Proxy ------------ Statement/Prospectus shall include the recommendation of the Board of Directors of the Company and VTEL in favor of the Merger. (b) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it 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 to make the statements made therein not misleading and (ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the VTEL Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the VTEL Stockholders' Meeting any event or circumstance relating to the Company or any of its affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform VTEL. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Proxy Statement/Prospectus to the extent requiredthat the information contained therein relates to the Company and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein. (c) None of the information supplied or to be registered supplied by VTEL for inclusion or qualified or exempt from registration or qualification incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the securities law Securities Act, contain any untrue statement of every a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time 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 Stockholders’ ' Meeting and the VTEL Stockholders' Meeting; provided, that Parent shall not contain any untrue statement of a material fact or omit to state any material fact required to be required: (i) stated therein or necessary to qualify to do business as a foreign corporation make the statements contained therein, in any jurisdiction light of the circumstances in which it they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the VTEL Stockholders' Meeting any event or circumstance relating to VTEL or any of its affiliates, or its or their respective officers or directors, should be discovered by VTEL that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, VTEL shall promptly inform the Company. All documents that VTEL is not now qualified; responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Registration Statement to the extent that the information contained therein relates to VTEL and its subsidiaries or (ii) the transactions contemplated hereby, will comply as to file a general consent form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to service be filed with any Governmental Entity other than the SEC will comply with the provisions of process in any jurisdictionapplicable Law as to the information required to be contained therein.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution and delivery of this Agreement), Parent the Company and SPAC shall, in accordance with this Section 7.1, jointly prepare and the Company shall jointly prepare file with the SEC a mutually agreed upon (such agreement not to be unreasonably withheld, conditioned or delayed by either SPAC or the Company, as applicable) (i) registration statement on Form F-4 (as such filing is amended or supplemented, the “Registration Statement”) for the purpose of registering under the Securities Act the offer and Parent shall cause sale of the Class A Company Ordinary Shares to be issued as the Merger Consideration and the Company Warrants and (ii) proxy statement/prospectus to be filed with the SEC as part of the Form S-4 Registration StatementStatement and sent to the SPAC Shareholders relating to the SPAC Special Meeting (such proxy statement/prospectus, in which together with any amendments or supplements thereto, the “Proxy Statement/Prospectus will be included Prospectus”), both of which shall comply as a prospectus. Each of Parent and to form, in all material respects, with the Company shall notify the other party promptly provisions of the receipt Securities Act and Exchange Act (as applicable), for the purpose of any comments (A) providing the SPAC Shareholders with notice of the opportunity to redeem SPAC Class A Shares (the “SPAC Shareholder Redemption”) and (B) soliciting proxies from the SEC or staff SPAC Shareholders to vote at the SPAC Special Meeting in favor of the SECSPAC Shareholder Matters. In the event there is any tax opinion, for amendments comfort letter or supplements other opinion required to be provided in connection with the Form S-4 Registration Statement or the Proxy Statement/Prospectus Prospectus, notwithstanding anything to the contrary, neither this provision nor any other provision in this Agreement shall require counsel to the Company or for additional information, and shall supply SPAC or their respective tax advisors to provide an opinion that the other party with copies Merger qualifies as a reorganization within the meaning of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff Section 368(a) of the SEC, on Code or otherwise qualifies for the other hand, with respect Intended Tax Treatment. (b) Each of the Company and SPAC shall use their respective commercially reasonable efforts to (i) cause the Form S-4 Registration Statement or (including the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus ), when filed, to comply in all material respects with the all applicable rules and regulations promulgated by the SEC; Legal Requirements, (ii) respond as promptly as reasonably practicable to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any resolve all comments of received from the SEC or its staff with respect to concerning the Form S-4 Registration Statement and (including the Proxy Statement/Prospectus; ), (iii) to provide have the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes is initially filed with the SEC and (iv) keep the Registration Statement effective for so long as necessary to complete the Reclassification and the Merger. (and reasonably satisfactory in form and substance c) If, at any time prior to the other party)SPAC Special Meeting, that any information relating to SPAC or the Company, or any of their respective Affiliates, officers or directors, is customary in scope and substance for consent letters delivered discovered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent SPAC or the Company becomes aware of any information that should which is required to be disclosed set forth in an amendment or supplement to the Form S-4 Registration Statement so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectusstatements therein, then in light of the circumstances under which they were made, not misleading, the Party that discovers such party shall: (i) information shall promptly inform the other party thereof; (ii) provide Parties and each of SPAC and the other party (and its counsel) Company shall cooperate reasonably in connection with a reasonable opportunity to review and comment on any preparing an appropriate amendment or supplement describing such information to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being be promptly filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of extent required by law, disseminating such information to the CompanySPAC Shareholders. (bd) Prior The Company and SPAC shall make all necessary filings with respect to the Effective TimeTransactions under the Securities Act, Parent shall the Exchange Act and applicable “blue sky” laws. The Company and SPAC agree to use commercially reasonable efforts to obtain promptly provide the other Party with all regulatory approvals needed to ensure that information in its possession concerning the Parent Common Stock business, management, operations and financial condition of such Party reasonably requested by the other Party for inclusion in the Registration Statement. The Company and SPAC shall cause the officers and employees of such Party to be issued in the Merger will (reasonably available, during such Party’s normal business hours, to the extent required) be registered or qualified or exempt from registration or qualification under other Party and its counsel, auditors and other advisors in connection with the securities law of every state drafting of the United States Registration Statement and responding in which any registered holder of Company Common Stock has an address of record a timely manner to comments on the record date for determining Registration Statement from the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionSEC.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement)hereof, Parent and the Company shall jointly prepare and Parent shall cause to be filed prepare and file with the SEC mutually acceptable proxy materials which shall constitute the Form S-4 Joint Proxy Statement/Prospectus (such proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") and Parent shall prepare and file the Registration Statement, in which the . The Joint Proxy Statement/Prospectus will be included in and will constitute a part of the Registration Statement as a Parent's prospectus. Each of Parent The Registration Statement and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus or for additional information, and shall supply comply as to form in all material respects with the other party with copies applicable provisions of all correspondence between such party or any of its Representatives, on the one hand, Securities Act and the SEC or Exchange Act and the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectusrules and regulations thereunder. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) best efforts to have the Form S-4 Registration Statement become declared effective under by the Securities Act as promptly as practicable after it is filed with the SEC; SEC and (v) to keep the Form S-4 Registration Statement effective through as long as is necessary to consummate the Closing in order to permit Merger and the consummation of transactions contemplated thereby. (b) Parent and the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersshall, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such partyreceipt thereof, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (copies of any written comments and its counsel) advise the other party of any oral comments, with respect to the Joint Proxy Statement/Prospectus received from the SEC. Parent will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement prior to filing such with the SEC, and will provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a party which are -------- incorporated by reference in the Registration Statement or the Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (c) Parent will use reasonable best efforts to cause the Joint Proxy Statements/Prospectus to be mailed to Parent's stockholders, and the Company will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus prior to it being filed with be mailed to the SEC; Company's stockholders, in each case after the Registration Statement is declared effective under the Securities Act. (iiid) provide Each party will advise the other party with a copy of such amendment or supplement party, promptly after it is filed receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the SEC; and (iv) cooperateMerger for offering or sale in any jurisdiction, if appropriateor any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective affiliates, officers or directors, should be discovered by Parent or the Company which should be set forth in mailing such an amendment or supplement to any of the Registration Statement or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by Law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent and the Company. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution and delivery of this Agreement), Parent and the Company shall jointly prepare prepare, and Parent shall cause file with the SEC, a Registration Statement on Form S-4 in connection with the issuance of shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement shall include (i) a prospectus for the issuance of shares of Parent Common Stock in the Merger, and (ii) a proxy statement of the Company for use in connection with the solicitation of proxies for the Merger Proposal to be filed with considered at the SEC Company Stockholder Meeting (as may be amended or supplemented from time to time, the Form S-4 Registration “Proxy Statement, in which the /Prospectus”). The Proxy Statement/Prospectus will be included as a prospectus. Each of Parent shall include information regarding the Company and the Company shall notify the other party promptly terms of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, Merger and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectusthis Agreement. Each of Parent and the Company shall use commercially its reasonable efforts: (i) best efforts to cause have the Form S-4 Registration Statement and declared effective by the Proxy Statement/Prospectus to comply SEC under the Securities Act as promptly as practicable after such filing with the applicable rules SEC. Without limiting the generality of the foregoing, each of the Company and regulations promulgated by the SEC; (ii) to promptly notify the other ofParent shall, and shall cause its respective representatives to, fully cooperate with each other with respect to, provide the other party (hereto and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, respective representatives in each case, any comments the preparation of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide , and shall furnish the other party (hereto with all information concerning it and its counsel) Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with a reasonable opportunity to review and comment on the Form S-4 preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as review and comment thereon. As promptly as practicable after it the Registration Statement is filed with declared effective by the SEC; , Parent and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed disseminated to the Company Stockholders. (b) Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation. (c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that the Company, in connection with a Company Board Recommendation Change pursuant to and in accordance with Section 5.2, may amend or supplement the Proxy Statement/Prospectus pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 5.10(c) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be subject to the Company’s stockholders, as promptly as practicable after right to have the Form S-4 Registration Statement becomes effective under the Securities Act. Each deliberations and conclusions of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1Board accurately described. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent or the Company becomes aware of any information that should be disclosed in A “Qualifying Amendment” means an amendment or supplement to the Form S-4 Registration Statement or proxy statement for the Proxy Statement/Prospectus, then such party shall: Company if and solely to the extent that it contains (i) promptly inform the other party thereof; a Company Board Recommendation Change, (ii) provide a statement of the other party (reasons of the Company Board for making such Company Board Recommendation Change, and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement additional information reasonably related to the stockholders of the Companyforegoing. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution of this Agreement), Parent and (i) the Company shall jointly prepare and file the Proxy Statement/Prospectus with the SEC and (ii) Parent shall cause Newco to be filed prepare and file the Registration Statement with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Newco Class A Common Stock to be issued pursuant to the Mergers. Each of ISN, Parent and the Company (i) shall cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) shall use commercially reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable and (iii) shall take any and all action required under any applicable federal or state securities laws in connection with the issuance of shares of Newco Class A Common Stock in connection with the Mergers. The Company, ISN, and Parent shall furnish to the other parties all information concerning the Company, Parent, ISN and Newco as the other parties may reasonably request in connection with the preparation of the documents referred to herein. As promptly as practicable after the Registration Statement shall have become effective, ISN, Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or mail the Proxy Statement/Prospectus or for additional informationto stockholders of the Company and the unitholders of ISN. (b) The information supplied by each of the Company, ISN, and Parent for inclusion in the Registration Statement and the Proxy Statement/ Prospectus shall supply not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and the unitholders of ISN, (iii) the time of the Stockholders Meeting, or (iv) the Effective Time, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not materially misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company, Parent, ISN, or their respective Subsidiaries or officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement/Prospectus, such party shall promptly inform the other parties thereof and take appropriate action in respect thereof. (c) Each party shall confer on a regular and frequent basis with copies the other, report on operational matters and promptly advise the other orally and in writing of all correspondence between (i) any material notice or other communication from any Third Party alleging that the consent of such Third Party is or may be required in connection with the Transactions; (ii) any material notice or other communication from any regulatory authority, NASDAQ or national securities exchange in connection with the 63 Transactions; (iii) any claims, actions, proceedings or investigations commenced or, to the best of such party's Knowledge, threatened, involving or affecting such party or any of its RepresentativesSubsidiaries, or any of its property or assets, or, to the best of such party's Knowledge, any employee, consultant, director or officer, in his or her capacity as such, which, if pending on the one handdate of the Original Merger Agreement, and would have been required to have been disclosed in the SEC Company Disclosure Schedule or the staff Parent Disclosure Schedule, as the case may be, or which relates to the consummation of the SEC, on the other hand, Transactions; and (iv) any change or event that would have a Material Adverse Effect with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectussuch party. Each of Parent and the Company party shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and or its counsel) copies of all filings made by such party with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested Governmental Entity in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before Agreement and the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the CompanyTransactions. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (aA) As promptly as reasonably practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement), Parent and the Company shall jointly prepare the Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) efforts to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply as to form and substance as to such party in all material respects with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify , the other ofNasdaq Global Market and the American Stock Exchange, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a use all reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) efforts to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; , and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as holders of Company Common Stock at the earliest practicable time after the Form S-4 Registration Statement becomes is declared effective under by the Securities ActSEC. Each of Parent, Merger Sub and the Company shall promptly furnish to the other party such information regarding itself and its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Proxy Statement/Prospectus and the Registration Statement. To the extent required by the applicable requirements of the Securities Act and the Exchange Act and, in each case, the rules and regulations thereunder, (i) Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent or the Company becomes aware of correct any information that should be disclosed provided by it for use in an amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus, then Prospectus or Registration Statement if such party shall: (i) promptly inform the other party thereofinformation shall have become false or misleading in any material respect; and (ii) Parent and the Company shall take all steps necessary to promptly cause the Proxy Statement/Prospectus or Registration Statement, as the case may be, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of Company Common Stock. Parent shall promptly provide the other party Company and its counsel with a copy or description of any comments received by Parent (and or its counsel) from the SEC or its staff with respect to the Registration Statement, or of any request by the SEC or its staff for amendments or supplements to the Registration Statement or for additional information. Parent shall respond promptly to any comments of the SEC or its staff with respect to the Registration Statement and give the Company and the Company's counsel a reasonable opportunity to review and comment on any amendment or supplement response to such comments provided to the Form S-4 Registration Statement SEC or its staff. The Company shall promptly provide Parent and its counsel with a copy or description of any comments received by the Company (or its counsel) from the SEC or its staff with respect to the Proxy Statement/Prospectus, or of any request by the SEC or its staff for amendments or supplements to the Proxy Statement/Prospectus prior or for additional information. The Company shall respond promptly to it being filed any comments of the SEC or its staff with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement respect to the stockholders of Proxy Statement/Prospectus and give Parent and Parent's counsel a reasonable opportunity to review and comment on any response to such comments provided to the CompanySEC or its staff. (bB) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock Ordinary Shares to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Stockholders Meeting; provided. (C) The Proxy Statement/Prospectus will include the Company Board Recommendation, that Parent shall not be required: (i) subject to the right of the Board of Directors of the Company to withhold, withdraw, modify, amend, change, rescind, condition or qualify to do business as a foreign corporation the Company Board Recommendation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictioncompliance with Section 4.4(c).

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following hereof, Xxxxxxx shall cause to be prepared the financial statements contemplated by Section 5.13(a) and as promptly as practicable after the date of this Agreement)such financial statements are delivered to NetScout, Parent and the Company shall jointly prepare and Parent (i) NetScout shall cause to be filed with the SEC the NetScout Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company ; (ii) Xxxxxxx shall notify the other party promptly of the receipt of any comments from cause to be filed with the SEC a registration statement on Form 10 or staff of the SECa registration statement on Form S-1/S-4, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional informationas applicable (either, and shall supply together with any amendments, supplements, prospectus or information statements thereto, the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 “Newco Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (iStatements”) to cause register the Newco Common Units to be distributed in the Distribution; (iii) promptly after the NetScout Form S-4 Registration Statement and the Newco Registration Statements have been declared effective, Xxxxxxx shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Xxxxxxx elects to effect the Distribution in whole or in part by means of an Exchange Offer (as defined in the Distribution Agreement); and (iv) NetScout and Xxxxxxx shall file such other appropriate documents with the SEC as may be applicable. Each of NetScout and Xxxxxxx shall: (A) cause the NetScout Form S-4 Registration Statement, the Proxy Statement/Prospectus Prospectus, the Newco Registration Statements and the Schedule TO to comply with the applicable rules and regulations promulgated by the SEC; (iiB) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, to any comments of the SEC or its staff with respect to the NetScout Form S-4 Registration Statement and Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO; (iiiC) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the NetScout Form S-4 Registration Statement and Statement, the Proxy Statement/Prospectus, and any amendment the Newco Registration Statements or supplement theretothe Schedule TO, prior to filing of any such document with the SEC; (ivD) to have each of the NetScout Form S-4 Registration Statement and the Newco Registration Statements become effective under the Securities Act and the Exchange Act, respectively, as promptly as practicable after it each is filed with the SECSEC (it being understood that each of NetScout and Xxxxxxx shall use its reasonable best efforts to cause the NetScout Form S-4 to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale); and (vE) to keep each of the NetScout Form S-4 Registration Statement and the Newco Registration Statements effective through the Closing in order to permit the consummation of the MergerContemplated Transactions. The Company NetScout shall use commercially reasonable efforts cause to be filed with the SEC the Proxy Statement/Prospectus and shall cause the Proxy Statement/Prospectus to be mailed to the CompanyNetScout’s stockholders, as promptly as practicable after the NetScout Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent NetScout and the Company Xxxxxxx shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent NetScout or the Company Xxxxxxx becomes aware of any information furnished by it that should be disclosed in an amendment or supplement to the NetScout Form S-4 Registration Statement or Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO, then such party shallparty: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the NetScout Form S-4 Registration Statement or Statement, the Proxy Statement/Prospectus Prospectus, the Newco Registration Statements or the Schedule TO prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of NetScout or Xxxxxxx (as the Companycase may be). (b) Prior to the Effective Time, Parent shall use Each of NetScout and Xxxxxxx will also take all commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will actions (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify other than qualifying to do business as a foreign corporation in any jurisdiction in which it is not now so qualified; or (ii) required to file a general consent be taken under any applicable state securities laws in connection with, in the case of the NetScout, the issuance of NetScout Common Stock pursuant to service the First Merger and, in the case of process Xxxxxxx, the issuance of Newco Common Units in any jurisdictionthe Distribution.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution and delivery of this Agreement), Parent and the Company shall jointly prepare prepare, and Parent shall cause to be filed file with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the a Registration Statement on Form S-4 in connection with the issuance of shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the “Registration Statement”). The Registration Statement or shall include (i) a prospectus for the Proxy Statement/Prospectus or for additional informationissuance of shares of Parent Common Stock in the Merger, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff (ii) a proxy statement of the SECCompany for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Stockholder Meeting (as may be amended or supplemented from time to time, on the other hand, with respect to the Form S-4 Registration Statement or the “Proxy Statement/Prospectus”). Each of Parent and the Company shall use commercially its reasonable efforts: (i) best efforts to cause have the Form S-4 Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing with the SEC and to keep the Registration Statement effective through the Closing in order to consummate the Merger and the Proxy Statement/Prospectus to comply with other transactions contemplated by this Agreement. Without limiting the applicable rules generality of the foregoing, each of the Company and regulations promulgated by the SEC; (ii) to promptly notify the other ofParent shall, and shall cause its respective representatives to, fully cooperate with each other with respect to, provide the other party (hereto and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, respective representatives in each case, any comments the preparation of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide , and shall furnish the other party (hereto with all information concerning it and its counsel) Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with a reasonable opportunity to review and comment on the Form S-4 preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as review and comment thereon. As promptly as practicable after it the Registration Statement is filed with declared effective by the SEC; , Parent and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement disseminated to the stockholders of the Company. (b) Prior Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation. (c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Effective TimeProxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure delayed or conditioned); provided, however, that the Parent Common Stock Company, in connection with a Company Board Recommendation Change pursuant to and in accordance with Section 6.7, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 6.5(c) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be issued in subject to the Merger will (Company’s right to have the deliberations and conclusions of the Company Board accurately described. A “Qualifying Amendment” means an amendment or supplement to the proxy statement for the Company if and solely to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: it contains (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or Company Board Recommendation Change, (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information the Company determines, in its sole discretion, to file a general consent be reasonably related to service of process in any jurisdictionthe foregoing.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as reasonably practicable after the date of this Agreement hereof (but and in no event later than 10 Business Days following any event, within twelve (12) weeks after the date of this Agreement), Parent and Fox shall cause to be prepared the Company shall jointly prepare and Parent financial statements contemplated by Section 5.13(a). As promptly as reasonably practicable after the date such financial statements are delivered to Ainge, (i) Ainge shall cause to be filed with the SEC the Ainge Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent prospectus and the Company (ii) Fox shall notify the other party promptly of the receipt of any comments from cause to be filed with the SEC a registration statement on Form 10 or staff of a registration statement on Form S-1/S-4, as applicable (together with any amendments, supplements, prospectus or information statements thereto, the SEC, for amendments or supplements to the Form S-4 “Newco Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (iStatements”) to cause register the shares of Newco Common Stock to be distributed in the Distribution. As promptly as reasonably practicable after the Ainge Form S-4 Registration Statement and the Newco Registration Statements have been declared effective, Fox shall file with the SEC a Schedule TO (together with any amendments thereto, the “Schedule TO”) if Fox elects to effect the Distribution in whole or in part by means of an Exchange Offer (as defined in the Distribution Agreement). Ainge and Fox shall file such other appropriate documents with the SEC as may be applicable. Each of Ainge and Fox shall: (A) cause the Ainge Form S-4 Table of Contents Registration Statement, the Proxy Statement/Prospectus Prospectus, the Newco Registration Statements and the Schedule TO (if applicable) to comply with the applicable rules and regulations promulgated by the SEC; (iiB) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counselRepresentatives) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, to any comments of the SEC or its staff with respect to the Ainge Form S-4 Registration Statement and Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO (if applicable); (iiiC) to provide the other party (and its counselRepresentatives) with a reasonable opportunity to review and comment on the Ainge Form S-4 Registration Statement and Statement, the Proxy Statement/Prospectus, and any amendment the Newco Registration Statements or supplement theretothe Schedule TO (if applicable), prior to filing of any such document with the SEC; (ivD) to have each of the Ainge Form S-4 Registration Statement and the Newco Registration Statements become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after it each is filed with the SECSEC (it being understood that each of Ainge and Fox shall use its reasonable best efforts to cause the Ainge Form S-4 to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale); and (vE) to keep each of the Ainge Form S-4 Registration Statement and the Newco Registration Statements effective through the Closing in order to permit the consummation of the MergerContemplated Transactions. The Company Ainge shall use commercially reasonable efforts cause to be filed with the SEC the Proxy Statement/Prospectus and shall cause the Proxy Statement/Prospectus to be mailed to the CompanyAinge’s stockholders, as promptly as reasonably practicable after the Ainge Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent Ainge and the Company Fox shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firmIf, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance at any time prior to the other party)Effective Time, that is customary in scope and substance for consent letters delivered any event or circumstance shall be discovered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent Ainge or the Company Fox, or either Ainge or Fox becomes aware of any information furnished by it, in either case, that should be disclosed in an amendment or supplement to the Ainge Form S-4 Registration Statement or Statement, the Proxy Statement/Prospectus, the Newco Registration Statements or the Schedule TO (if applicable) so that such document or documents would not include any untrue statement of a material fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such party shallparty: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counselRepresentatives) with a reasonable opportunity to review and comment on any amendment or supplement to the Ainge Form S-4 Registration Statement or Statement, the Proxy Statement/Prospectus Prospectus, the Newco Registration Statements or the Schedule TO prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of Ainge or Fox (as the Companycase may be). Fox acknowledges that Ainge’s ability to comply with its obligations under this Section 5.1 depend, in part, on Fox’s timely compliance with Section 5.13, and therefore Ainge shall be afforded a reasonable period to comply with such obligations based upon the timing of Fox providing the financial statements herein contemplated. (b) Prior to the Effective Time, Parent shall use Each of Ainge and Fox will also take all commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent Common Stock to be issued in the Merger will actions (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify other than qualifying to do business as a foreign corporation in any jurisdiction in which it is not now so qualified; ) required to be taken under any applicable state securities laws in connection with, in the case of the Ainge, the issuance of Ainge Common Stock pursuant to the Merger and, in the case of Fox, the issuance of shares of Newco Common Stock in the Distribution. If any state Takeover Statute or (ii) similar Legal Requirement shall become applicable to file a general consent the Contemplated Transactions, each of the parties and their respective boards of directors shall grant such approvals and take such actions as are reasonably necessary so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby or by the other Transaction Documents and otherwise act to service eliminate or minimize the effects of process in any jurisdictionsuch statute or regulation on the Contemplated Transactions.

Registration Statement; Proxy Statement/Prospectus. (a) As The Company (with Parent’s reasonable cooperation) shall prepare as promptly as reasonably practicable after the date of this Agreement a mutually acceptable Proxy Statement/Prospectus (but in no event later than 10 Business Days following as part of the Form S-4 Registration Statement), and Parent (with the Company’s reasonable cooperation) shall prepare as promptly as reasonably practicable after the date of this Agreement), Parent Agreement and the Company shall jointly prepare and Parent shall cause to be filed file with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectusincluded. Each of Parent and the Company party shall notify cooperate with the other party promptly in the preparation of the receipt of Proxy Statement/Prospectus and the Form S-4 Registration Statement and any amendment or supplement thereto (and to review any comments from of the SEC or its staff of on the SECProxy Statement/Prospectus, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus any amendment or for additional informationsupplement thereto), and shall supply consider in good faith all reasonable comments made by the other party with copies of all correspondence between such party or any of its Representativesparty, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect prior to the Form S-4 Registration Statement or the Proxy Statement/Prospectusfiling thereof. Each of Parent and the Company shall use commercially their reasonable effortsbest efforts to: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable forms, rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement staff; and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, stockholders as promptly as practicable after the Form S-4 Registration Statement becomes is declared effective under the Securities Act. Each of Parent and the Company party shall promptly furnish to the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested by the other party in connection with any such action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter and the preparation, filing and distribution of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective and the Proxy Statement/Prospectus. In addition, the Company shall use its reasonable best efforts to: (A) provide interim financial statements of the Acquired Companies (including footnotes) that are required by the Securities Act to be included in the Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and reasonably satisfactory in form analysis of interim and substance annual consolidated financial statements; (C) cause the Company’s independent registered public accounting firm to consent to the other party), that is customary inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent or ; (D) provide information necessary to prepare selected financial data with respect to the Company as required by the Securities Act; and (E) provide information concerning the Company necessary to enable Parent and the Company to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit Parent to prepare the Form S-4 Registration Statement. (b) 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 or the Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if mailing is appropriate, cooperate in mailing such amendment or supplement to the stockholders of the Company. (bc) Prior to the Effective Time, Parent and the Company shall use commercially their respective reasonable best efforts to obtain take all regulatory approvals needed other action required to ensure that be taken under the Securities Act (and the rules and regulations of the SEC promulgated thereunder), the Exchange Act (and the rules and regulations of the SEC promulgated thereunder) or under any applicable state securities or “blue sky” laws (and the rules and regulations promulgated thereunder) in connection with the issuance, exchange and listing of Parent Common Stock to be issued in the Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; providedMerger, except that Parent shall not be required: (i) required to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; so qualified or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As The Company shall, promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date of this Agreement)hereof, Parent and the Company shall jointly prepare and Parent shall cause to be filed file with the SEC a Proxy Statement relating to the Form S-4 Registration StatementMerger and this Agreement, obtain and furnish the information required to be included by the SEC in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent Statement and the Company shall notify the other party respond promptly of the receipt of to any comments from made by the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or Proxy Statement, and cause the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy prospectus to be included in the Registration Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and including any amendment or supplement thereto, to be mailed to its Stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC. The Company shall use all reasonable efforts to obtain the necessary approval of the Merger and this Agreement by its Stockholders. Unless the Company shall have taken action permitted by the second sentence of Section 4.2(c), the Company shall not file with or supplementally provide to the SEC or mail to its Stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior to filing consent, which consent shall not be unreasonably withheld or delayed. The Company shall allow Parent's full participation in the preparation of the Proxy Statement and any such document amendment or supplement thereto and shall consult with Parent and its advisors concerning any comments from the SEC with respect thereto. (b) Parent shall prepare and file with the SEC; (iv) SEC a Registration Statement on Form S-4, in which the Proxy Statement shall be included as a prospectus, and the parties hereto shall use all reasonable efforts to have the Form S-4 Registration Statement become declared effective under by the Securities Act SEC as promptly as practicable after it is filed such filing. Parent shall obtain and furnish the information required to be included in the Registration Statement and, after consultation with the SEC; and Company, respond promptly to any comments made by the SEC with respect to the Registration Statement. (vc) to keep The Proxy Statement shall include the Form S-4 Registration Statement effective through the Closing in order to permit the consummation recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger. The , except to the extent that the Company shall use commercially reasonable efforts to cause have withdrawn or modified its recommendation of this Agreement or the Proxy Statement/Prospectus to be mailed to Merger as permitted by Section 4.2(c). (d) Parent and the Company’s stockholdersCompany shall, as promptly as practicable after practicable, make all necessary filings with respect to the Form S-4 Registration Statement becomes effective Merger under the Securities Act. Each of Parent Act and the Company shall promptly furnish Exchange Act and the other party all information concerning such partyRegulations thereunder and under applicable Blue Sky or similar securities Laws, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially all reasonable efforts to obtain required Approvals with respect thereto. (e) Each party hereto agrees to furnish all regulatory approvals needed information concerning itself as may be reasonably required to ensure that prepare the Parent Common Stock Proxy Statement or Registration Statement or to be issued make such filings pursuant to Section 5.1(d). Each party hereto agrees to correct any information provided by it for use in the Merger will (to the extent required) be registered Proxy Statement or qualified Registration Statement that has become false or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation misleading in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionmaterial respect.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement practicable, and in any event within thirty (but in no event later than 10 30) Business Days following the date execution of this Agreement), (i) Parent and the Company shall jointly prepare and cause to be filed with the SEC the Proxy Statement/Prospectus in preliminary form, which shall contain the Company Recommendation (unless a Company Adverse Recommendation Change has occurred) and the Parent Recommendation (unless a Parent Adverse Recommendation Change has occurred), and (ii) Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration StatementS-4, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or include the Proxy Statement/Prospectus. Each of Parent shall use its reasonable best efforts, and the Company shall use commercially reasonable efforts: reasonably cooperate with Parent in such efforts (i) to cause including by providing all information reasonably requested by Parent in connection with the preparation of the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (ivS-4) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; such filing and (v) to keep the Form S-4 Registration Statement effective through as long as necessary to consummate the Closing in order to permit the consummation of transactions contemplated by this Agreement, including the Merger. The Company Parent shall also use commercially reasonable efforts to cause take any action required to be taken under any applicable state securities Laws and other applicable Laws in connection with the issuance of Parent ADSs pursuant to this Agreement, and each party shall furnish all information concerning the Company and Parent, as applicable, as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Proxy Statement/Prospectus. For the avoidance of doubt, the obligations of each party in this Section 6.1(a) shall include: provision by such party of (x) all such information about itself, its directors and its Affiliates as may be reasonably requested by the other party for inclusion in the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the or Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party(y) reasonable access to, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use using commercially reasonable efforts to cause to be delivered to Parent a consent letter of such provide reasonable assistance from, the other party’s independent accounting firmrepresentatives in connection therewith. No filing of, before or amendment or supplement to, or correspondence to the date on which SEC or its staff with respect to, the Form S-4, shall be made by Parent, or with respect to the Proxy Statement/Prospectus shall be made by the Company, or in either case any of their respective subsidiaries, without providing the other party a reasonable opportunity to review and comment thereon. Parent shall advise the Company, promptly after it receives notice of the time when the Form S-4 Registration Statement becomes has become effective (and reasonably satisfactory in form and substance to or any supplement or amendment has been filed, the other party)issuance of any stop order, that is customary in scope and substance for consent letters delivered by independent public accountants the suspension of the qualification of the Parent ADSs issuable in connection with registration statements similar to the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Form S-4 Registration or comments thereon and responses thereto or requests by the SEC for additional information. The Company shall advise Parent, promptly after it receives notice of any request by the SEC for the amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information. If either Parent or at any time prior to the Effective Time the Company becomes aware of or Parent discover that any information that relating to the Company or Parent, or any of their respective Affiliates, officers or directors, which should be disclosed set forth in an amendment or supplement to either the Form S-4 Registration Statement or the Proxy Statement/Prospectus, then so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party shall: (i) which discovers such information shall promptly inform notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC, after the other party thereof; (ii) provide the other party (and its counsel) with has had a reasonable opportunity to review and comment on any amendment thereon, and, to the extent required by applicable Law, disseminated to holders of the Company Common Stock. (b) Whether or supplement not the Merger is consummated, Parent and the Company shall share equally all costs and expenses incurred in connection with the SEC and other filing fees incident to the Form S-4 Registration Statement or and the Proxy Statement/Prospectus prior to it being filed and the costs and expenses associated with printing and mailing the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the CompanyProxy Statement/Prospectus. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no any event later than 10 Business Days within 30 days following the date of this Agreement), Parent and the Company shall jointly prepare the Proxy Statement/Prospectus, and Parent shall prepare and cause to be filed with the SEC and any other jurisdictions in which such filing may be required the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable best efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SECSEC and applicable states; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, to any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectusstaff; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (viv) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersshareholders, as promptly as practicable after the Form S-4 Registration Statement becomes is declared effective under the Securities ActAct and qualifies under, or is exempt from qualification under, applicable state laws. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement‎5.1. 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 Proxy Statement/Prospectus, then such party shallthen: (i) such party shall promptly inform the other party thereof; (ii) Parent shall provide the other party Company (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement, (iii) Parent shall provide the Company with a copy of any amendment or supplement to the Form S-4 Registration Statement promptly after it is filed with the SEC, (iv) Company shall provide the Parent (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus prior to it being filed with the SEC; SEC or mailed to the Company’s shareholders, if necessary, (iiiv) Company shall provide the other party Parent with a copy of such any amendment or supplement to the Proxy Statement/Prospectus promptly after it is filed with the SEC; and (ivvi) Parent shall cooperate, if appropriate, in mailing any such amendment or supplement to the stockholders shareholders of the Company. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law laws of every state 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 shareholders entitled to notice of and to vote at on the Company Stockholders’ MeetingProposal; provided, however, that Parent shall not be required: (i) required to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after After the date of this Agreement (but in no event later than 10 Business Days following the date execution of this Agreement), Parent and the Company shall jointly prepare and Parent shall cause to be filed with the SEC the mutually prepare, and Parent shall file a Registration Statement on Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that registering the Parent Common Stock to be issued in connection with the Merger will (the “Registration Statement”) with the SEC. Following receipt of SEC comments on such Registration Statement, Parent and Company shall mutually prepare a response to such comments. Parent and Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Parent shall also take any action required to be taken under applicable state blue sky or securities laws in connection with Parent Common Stock to be issued in exchange for the shares of Company Capital Stock. Parent and Company shall promptly furnish to each other all information, and take such other actions (including without limitation using all commercially reasonable efforts to provide any required consents of their respective independent auditors), as may reasonably be requested in connection with any action by any of them in connection with the preceding sentences of this Section 5.7. Whenever any party learns of the occurrence of any event which is required to be set forth in an amendment or supplement to the extent requiredParent Proxy Statement, the Registration Statement or any other filing made pursuant to this Section 5.7, Parent or Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff and/or mailing to stockholders of Company and Parent such amendment or supplement. (b) The information supplied by Company for inclusion or incorporation by reference in the Registration Statement as it relates to Company, at the time the Registration Statement is declared effective by the SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be registered stated therein or qualified or exempt from registration or qualification under necessary in order to make the securities law statements therein not misleading. The information supplied by Company for inclusion in the proxy statement to be sent to the stockholders of every state Parent (the “Parent Proxy Statement”), at the date the Parent Proxy Statement is first mailed to stockholders of Parent, at the time of the United States Parent Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any registered holder time prior to the Effective Time any event with respect to Company or any of the Company Common Stock has Subsidiaries shall occur which is required to be described in the Registration Statement or Parent Proxy Statement, such event shall be so described, and an address of record on amendment or supplement shall be promptly filed with the record date for determining SEC and, as required by law, disseminated to the stockholders entitled of Parent. (c) The information supplied by Parent for inclusion or incorporation by reference in the Registration Statement as it relates to notice of and to vote Parent, at the Company Stockholders’ Meeting; providedtime the Registration Statement is declared effective by the SEC, that will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Parent for inclusion in the Parent Proxy Statement, at the date the Parent Proxy Statement is first mailed to the Parent’s stockholders, at the time of the Parent Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event with respect to Parent or any of the Parent Subsidiaries shall not occur which is required to be required: (i) described in the Parent Proxy Statement, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated 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 the stockholders of process in any jurisdictionCompany.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution and delivery of this Agreement), Parent and the Company shall jointly prepare prepare, and Parent shall cause to be filed file with the SEC the Form S-4 Registration Statement, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the a Registration Statement on Form S-4 in connection with the issuance of shares of Parent Common Stock in the Merger (as may be amended or supplemented from time to time, the "Registration Statement"). The Registration Statement or shall include (i) a prospectus for the Proxy Statement/Prospectus or for additional informationissuance of shares of Parent Common Stock in the Merger, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff (ii) a proxy statement of the SECCompany for use in connection with the solicitation of proxies for the Merger Proposal to be considered at the Company Stockholder Meeting (as may be amended or supplemented from time to time, on the other hand, with respect to the Form S-4 Registration Statement or the "Proxy Statement/Prospectus"). Each of Parent and the Company shall use commercially its reasonable efforts: (i) best efforts to cause have the Form S-4 Registration Statement and declared effective by the Proxy Statement/Prospectus to comply SEC under the Securities Act as promptly as practicable after such filing with the applicable rules SEC. Without limiting the generality of the foregoing, each of the Company and regulations promulgated by the SEC; (ii) to promptly notify the other ofParent shall, and shall cause its respective representatives to, fully cooperate with each other with respect to, provide the other party (hereto and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, respective representatives in each case, any comments the preparation of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide , and shall furnish the other party (hereto with all information concerning it and its counsel) Affiliates as the other party hereto may deem reasonably necessary or advisable in connection with a reasonable opportunity to review and comment on the Form S-4 preparation of the Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior and each of Parent and the Company shall provide the other party hereto with a reasonable opportunity to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as review and comment thereon. As promptly as practicable after it the Registration Statement is filed with declared effective by the SEC; , Parent and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement disseminated to the stockholders of the Company. (b) Prior Unless the Company Board shall have effected a Company Board Recommendation Change in compliance with the terms and conditions set forth in this Agreement, the Proxy Statement/Prospectus shall include the Company Board Recommendation. (c) Except as otherwise set forth in this Agreement or as may be required by applicable Law or Order, neither Parent nor the Company shall effect any amendment or supplement (including by incorporation by reference) to the Effective TimeProxy Statement/Prospectus or the Registration Statement without the prior consent of the other party (which consent shall not be unreasonably withheld, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure delayed or conditioned); provided, however, that the Parent Common Stock Company, in connection with a Company Board Recommendation Change, may amend or supplement the proxy statement for the Company pursuant to a Qualifying Amendment to effect such change, and in such event, the right of approval set forth in this Section 6.5(c) shall apply only with respect to such information relating to the other party or its business, financial condition or results of operations, and shall be issued in subject to the Merger will (Company's right to have the deliberations and conclusions of the Company Board accurately described. A "Qualifying Amendment" means an amendment or supplement to the proxy statement for the Company if and solely to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meeting; provided, that Parent shall not be required: it contains (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or Company Board Recommendation Change, (ii) a statement of the reasons of the Company Board for making such Company Board Recommendation Change, and (iii) additional information reasonably related to file a general consent to service of process in any jurisdictionthe foregoing.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution of this Agreement), Parent and the Company QRI shall jointly prepare and Parent shall cause to be filed file with the SEC the a registration statement on Form S-4 (the "Registration Statement, in which the ") containing a Proxy Statement/Prospectus will be included as a prospectus. Each (the "Proxy Statement/ Prospectus") for stockholders of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party in connection with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective registration under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholdersoffer, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each sale and delivery of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) Prior to the Effective Time, Parent shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Parent QRI Common Stock to be issued in the Merger will and (ii) the vote of the stockholders of the Company with respect to the extent requiredMerger and this Agreement. QRI and the Company shall each use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken in order to comply with any applicable federal or state securities laws in connection with the issuance of shares of QRI Common Stock in the Merger. QRI and the Company shall each furnish all information concerning itself and the holders of its capital stock as the other may reasonably request in connection with such actions. As promptly as practicable after the Registration Statement shall have become effective, the Company and QRI shall mail (the "Mailing Date") be registered or qualified or exempt from registration or qualification under the securities law of every state of Proxy Statement/Prospectus to the United States in which any registered holder holders of Company Common Stock has an address of record on the record date for determining the stockholders entitled at least 20 calendar days prior to notice of and to vote at the Company Stockholders’ ' Meeting; provided. It shall be a condition to the mailing of the Proxy Statement/Prospectus that QRI and the Company shall have received the comfort letters described in Section 6.13 of this Agreement, that Parent if QRI shall not have requested such letters as described in Section 6.13 hereof. (b) None of the information supplied or to be required: supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to qualify state any material fact required to do business as a foreign corporation in any jurisdiction in which it is be stated therein or necessary to make the statements made therein not now qualified; or misleading and (ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the QRI Stockholders' Meeting, contain any untrue statement of a material fact or omit to file state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the QRI Stockholders' Meeting any event or circumstance relating to the Company or any of its Affiliates, or its or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment to the Registration Statement or a general consent supplement to service the Proxy Statement/Prospectus, the Company shall promptly inform QRI. All documents that the Company is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Proxy Statement/Prospectus to the extent that the information contained therein relates to the Company and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of process applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein. (c) None of the information supplied or to be supplied by QRI for inclusion in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any jurisdictionuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement/Prospectus will, at the Mailing Date and at the time of the Company Stockholders' Meeting and the QRI Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. If at any time prior to the Company Stockholders' Meeting or the QRI Stockholders' Meeting any event or circumstance relating to QRI or any of its Affiliates, or its or their respective officers or directors, should be discovered by QRI that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, QRI shall promptly inform the Company. All documents that QRI is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby, including, without limitation, the Registration Statement to the extent that the information contained therein relates to QRI and its subsidiaries or the transactions contemplated hereby, will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, and each such document required to be filed with any Governmental Entity other than the SEC will comply with the provisions of applicable Law as to the information required to be contained therein.

Registration Statement; Proxy Statement/Prospectus. (a) As promptly as practicable after the date of this Agreement (but in no event later than 10 Business Days following the date execution and delivery of this Agreement), Parent the Company and SPAC shall, in accordance with this Section 7.1, jointly prepare and the Company shall jointly prepare file with the SEC a mutually agreed upon (such agreement not to be unreasonably withheld, conditioned or delayed by either SPAC or the Company, as applicable) (i) registration statement on Form F-4 (as such filing is amended or supplemented, the “Registration Statement”) for the purpose of registering under the Securities Act the offer and Parent shall cause sale of the Company Common Shares to be issued in the Reclassification (as adjusted by the Stock Split), the Company Common Shares to be issued as the Merger Consideration, the Company Warrants, and the Company Common Shares issuable upon the automatic exercise of the Price Adjustment Rights and (ii) proxy statement/prospectus to be filed with the SEC as part of the Form S-4 Registration StatementStatement and sent to the SPAC Stockholders relating to the SPAC Special Meeting (such proxy statement/prospectus, in which together with any amendments or supplements thereto, the “Proxy Statement/Prospectus will be included Prospectus”), both of which shall comply as a prospectus. to form, in all material respects, with the provisions of the Securities Act and Exchange Act (as applicable), for the purpose of (A) providing the SPAC Stockholders with notice of the opportunity to redeem shares of SPAC Class A Stock (the “SPAC Stockholder Redemption”) and (B) soliciting proxies from the SPAC Stockholders to vote at the SPAC Special Meeting in favor of the SPAC Stockholder Matters. (b) Each of Parent and the Company and SPAC shall notify use their respective commercially reasonable efforts to (i) cause the other party promptly of the receipt of any comments from the SEC or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or (including the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Proxy Statement/Prospectus ), when filed, to comply in all material respects with the all applicable rules and regulations promulgated by the SEC; Legal Requirements, (ii) respond as promptly as reasonably practicable to promptly notify the other of, cooperate with each other with respect to, provide the other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any resolve all comments of received from the SEC or its staff with respect to concerning the Form S-4 Registration Statement and (including the Proxy Statement/Prospectus; ), (iii) to provide have the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes is initially filed with the SEC and (iv) keep the Registration Statement effective for so long as necessary to complete the Reclassification and the Merger. (and reasonably satisfactory in form and substance c) If, at any time prior to the other party)SPAC Special Meeting, that any information relating to SPAC or the Company, or any of their respective Affiliates, officers or directors, is customary in scope and substance for consent letters delivered discovered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. If either Parent SPAC or the Company becomes aware of any information that should which is required to be disclosed set forth in an amendment or supplement to the Form S-4 Registration Statement so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectusstatements therein, then in light of the circumstances under which they were made, not misleading, the Party that discovers such party shall: (i) information shall promptly inform the other party thereof; (ii) provide Party and each of SPAC and the other party (and its counsel) Company shall cooperate reasonably in connection with a reasonable opportunity to review and comment on any preparing an appropriate amendment or supplement describing such information to the Form S-4 Registration Statement or the Proxy Statement/Prospectus prior to it being be promptly filed with the SEC; (iii) provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperateSEC and, if appropriate, in mailing such amendment or supplement to the stockholders of extent required by law, disseminating such information to the CompanySPAC Stockholders. (bd) Prior The Company and SPAC shall make all necessary filings with respect to the Effective TimeTransactions under the Securities Act, Parent shall the Exchange Act and applicable “blue sky” laws. The Company and SPAC agree to use commercially reasonable efforts to obtain promptly provide the other Party with all regulatory approvals needed to ensure that information in its possession concerning the Parent Common Stock business, management, operations and financial condition of such Party reasonably requested by the other Party for inclusion in the Registration Statement. The Company and SPAC shall cause the officers and employees of such Party to be issued in reasonably available, during the Merger will (Company’s normal business hours, to the extent required) be registered or qualified or exempt from registration or qualification under other Party and its counsel, auditors and other advisors in connection with the securities law of every state drafting of the United States Registration Statement and responding in which any registered holder of Company Common Stock has an address of record a timely manner to comments on the record date for determining Registration Statement from the stockholders entitled to notice of and to vote at the Company Stockholders’ Meeting; provided, that Parent shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionSEC.

Registration Statement; Proxy Statement/Prospectus. (a) Registration Statement and "Blue Sky" Approvals. As promptly soon as practicable after following the date execution of this Agreement (but in no event later than 10 Business Days following and after the date furnishing by Centennial of this Agreement)all information required to be contained therein, Parent and the Company Crescent Financial shall jointly prepare and Parent shall cause to be filed file with the SEC under the 1933 Act a registration statement on Form S-4 (or on such other form as Crescent Financial shall determine to be appropriate) (the "Registration Statement") covering the Crescent Financial Stock to be issued to shareholders of Centennial pursuant to this Agreement. Additionally, in which the Proxy Statement/Prospectus will Crescent Financial shall take all such other actions, if any, as shall be included as a prospectus. Each of Parent and the Company shall notify the other party promptly of the receipt of any comments from the SEC required by applicable state securities or staff of the SEC, for amendments or supplements to the Form S-4 Registration Statement or the Proxy Statement/Prospectus or for additional information, and shall supply the other party with copies of all correspondence between such party or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Form S-4 Registration Statement or the Proxy Statement/Prospectus. Each of Parent and the Company shall use commercially reasonable efforts: "blue sky" laws (i) to cause the Form S-4 Crescent Financial Stock to be issued upon consummation of the Merger, and at the time of the issuance thereof, to be duly qualified or registered (unless exempt) under such laws, (ii) to cause all conditions to any exemptions from qualification or registration under such laws to have been satisfied, and (iii) to obtain any and all required approvals or consents to the issuance of such stock. Crescent Financial shall deliver to Centennial and its counsel a preliminary draft of the Registration Statement and the Proxy Statement/Prospectus as soon as practicable after the date of this Agreement. (b) Preparation and Distribution of Proxy Statement/Prospectus. Crescent Financial and Centennial jointly shall prepare a "Proxy Statement/Prospectus" for distribution to comply with the shareholders of Centennial as the proxy statement relating to solicitation of proxies for use at the shareholders' meeting contemplated in Section 4.3(a) above and as Crescent Financial's prospectus relating to the offer and distribution of Crescent Financial Stock as described herein. The Proxy Statement/Prospectus shall be in such form and shall contain or be accompanied by such information regarding the shareholders' meeting, this Agreement, the parties hereto, the Merger and other transactions described herein as is required by applicable rules law and regulations promulgated and otherwise as shall be agreed upon by Crescent Financial and Centennial. Crescent Financial shall include the SECProxy Statement/Prospectus as the prospectus in its "Registration Statement" described above; (ii) to promptly notify the other of, and Crescent Financial and Centennial shall cooperate with each other with respect to, provide the other party (in good faith and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to, in each case, any comments of the SEC or its staff with respect to the Form S-4 Registration Statement and the Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Company shall use commercially reasonable their best efforts to cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement becomes effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection comply with any action contemplated by this Section 5.1comments of the SEC. Each party will use commercially reasonable efforts to cause to be delivered to Parent a consent letter of such party’s independent accounting firm, before the date on which the Form S-4 Registration Statement becomes effective (and reasonably satisfactory in form and substance to the other party), that is customary in scope and substance for consent letters delivered by independent public accountants in connection with registration statements similar to the Form S-4 Registration Statement. 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 Proxy Statement/Prospectus, then such party shall: (i) promptly inform the other party thereof; (ii) provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or Centennial shall mail the Proxy Statement/Prospectus to its shareholders prior to it being filed with the SEC; (iii) provide the other party with a copy scheduled date of such amendment or supplement promptly after it is filed with the SEC; and (iv) cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company. (b) 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 Merger will (to the extent required) be registered or qualified or exempt from registration or qualification under the securities law of every state 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 Stockholders’ Meetingtheir shareholders' meetings; provided, however, that Parent no such materials shall not be required: mailed to Centennial's shareholders unless and until Crescent Financial shall have determined to its own satisfaction that the conditions specified in Sections 7.1(b) and (ic) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdictionbelow have been satisfied and shall have approved such mailing.