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

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly -------------------------------------------------------- as practicable following after the date execution of this Agreement, Parent Avanex and the Company shall, in consultation with each other, Oplink will prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with SEC the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Avanex will prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus is to be included as a prospectus. Avanex and Oplink will provide each other with any information with respect to it which may be required or appropriate for inclusion in the Joint 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 and filing of the Joint Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1. Each of Parent Avanex and Oplink will respond to any comments from the Company shall SEC, will use its commercially reasonable efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as practicablepracticable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent shall also use Each of Avanex and Oplink will notify the other promptly upon the receipt of any comments from the SEC or its reasonable best efforts to take any action required to be taken under state securities or blue sky laws staff in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with filing of, or amendments or supplements to, the Registration Statement and and/or the issuance of shares of Parent Common StockJoint Proxy Statement/Prospectus. If at any time prior to the Effective Time Whenever any event or circumstance relating occurs which is required to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the Registration Statement, Avanex or Oplink, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Avanex and/or Oplink, such amendment or supplement. Each of Avanex and Oplink shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement or the and Joint Proxy Statement-Prospectus/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such party shall promptly inform filings made with the other thereof and take appropriate action in respect thereofSEC. Each of Parent Avanex and the Company Oplink will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its respective stockholders at the earliest practicable datetime after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq. Without in any way limiting or affecting the requirements of Section 5.2(b) hereof, nothing in this Agreement shall preclude either Avanex or Oplink from including in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, Parent (a) Inuvo and the Company shall, in consultation with CPT shall each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect use their reasonable best efforts to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall jointly prepare and file with the SEC the Joint Proxy Statement/Prospectus and the Registration Statement within twenty (20) Business Days following the Execution Date. Each of Inuvo and CPT shall provide as promptly as practicable to the other such information concerning its business affairs and Financial Statements as, in the reasonable judgment of the providing Party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the Registration Statement, or in any amendments or supplements thereto, shall cause its counsel to cooperate with the other Party’s counsel in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement and shall request the cooperation of such Party’s auditors in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Each of Parent Inuvo and CPT shall respond to any comments of the Company SEC and shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filings, and each of Inuvo and CPT will provide the other with a reasonable opportunity to review and comment (which comments will be considered by the other Party in good faith) on any amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement prior to the filing thereof with the SEC. Parent CPT and Inuvo shall also use its reasonable best efforts to take any action required cause the Joint Proxy Statement/Prospectus to be taken mailed to their respective stockholders at the earliest practicable time after the Registration Statement is declared effective under state securities the Securities Act. Each of Inuvo and CPT shall notify the other promptly upon the receipt of any comments from the SEC or blue sky laws in connection with its staff or any other government officials and of any request by the issuance of SEC or its staff or any other government officials for amendments or supplements to the shares of Parent Common Stock Registration Statement, the Joint Proxy Statement/Prospectus or any filing pursuant to this Agreement Section 6.5(a) or for additional information and shall supply the other with copies of all correspondence between such Party or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Mergers or any filing pursuant to Section 6.5(b). Each of Inuvo and CPT shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.5(a) to comply as to form and substance as to such Party in the Merger. The Company shall furnish Parent all material respects with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If applicable Laws. (b) If, at any time prior to the Effective Time Time, any information is discovered or any event occurs with respect to Inuvo, CPT or circumstance relating to Parent, any Subsidiary of Parent, the Companytheir respective Subsidiaries, or their respective officers any change occurs with respect to the other information included in the Registration Statement or directors, should the Joint Proxy Statement/Prospectus which is required to be discovered by such party which should be set forth described in an amendment of, or a supplement to, the Registration Statement or the Joint Proxy Statement/Prospectus so that such document does 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 (i) the Party learning of such information shall notify the other Parties as promptly as practicable of such event, and Inuvo and CPT shall as promptly as practicable file with the SEC any necessary amendment or supplement to the Registration Statement or the Joint Proxy Statement-/Prospectus, such party respectively, and (ii) Inuvo and CPT shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will (A) use its their reasonable best efforts to cause have such amendment or supplement cleared for mailing as soon as practicable and (B) as required by applicable Law, disseminate the information contained in such amendment or supplement to holders of CPT Common Stock and Inuvo Common Stock; provided, however, that no amendment or supplement will be filed and no such information shall be otherwise disseminated without prior consultation between Inuvo and CPT and providing Inuvo and CPT with a reasonable opportunity to review and comment on such amendment or supplement. (c) Inuvo shall provide CPT on a confidential, non-reliance basis for informational purposes only, a copy of the fairness opinion from the Inuvo Financial Advisor stating that the Inuvo Merger Consideration is fair from a financial point of view to the holders of Inuvo Common Stock electing to receive Parent Common Stock, as of the date of the fairness opinion; provided, that CPT has executed a non-reliance release letter reasonably acceptable to the Inuvo Financial Advisor prior to the receipt of the fairness opinion, and CPT shall not disclose the fairness opinion, its contents or the identity of Inuvo Financial Advisor, including in the Joint Proxy Statement-/Prospectus or the Registration Statement, except as required by applicable Law or as otherwise agreed to be mailed to its stockholders at by Inuvo and the earliest practicable dateInuvo Financial Advisor.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following the date of this Agreementpracticable, Parent and the Company shall, in consultation with each other, and Parent shall prepare and file the Joint Proxy Statement/Prospectus and the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included) with the SEC. The Company and Parent shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Subject to Section 6.03, the Joint Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger and the recommendation of the Board of Directors of Parent in favor of approval of the Parent Stock Issuance. The Company and Parent shall cooperate with one another in (x) setting a joint proxy statement mutually acceptable date for the Company Stockholder Meeting and forms the Parent Shareholder Meeting, so as to enable them to occur, to the extent practicable, on the same date and (y) setting the dates for their respective annual meetings of proxy stockholders. The Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders or shareholders, as the case may be, as promptly as practicable after the Registration Statement becomes effective. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Joint Proxy Statement/Prospectus comply as to form in connection all material respects with the vote of rules and regulations promulgated by the Company's stockholders SEC under the 1933 Act and the 1934 Act, respectively. (b) The Company and Parent shall make all necessary filings with respect to the Merger and this Agreement the transactions contemplated hereby under the 1933 Act and the votes 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) Each of Parent's stockholders the Company and Parent shall promptly provide the other parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of Joint Proxy Statement/Prospectus or the Registration Statement), together with any supplements theretoas applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the form mailed response to those comments. (d) No amendment or supplement to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the other parties hereto, in consultation with which approval shall not be unreasonably withheld or delayed; provided that the Company, shall prepare and file in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, (ii) a statement of the reason of the Company’s Board of Directors for making such Company Adverse Recommendation Change, and (iii) additional information reasonably related to the foregoing. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Parent Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If If, at any time prior to the Effective Time Time, Parent or the Company discovers any event or circumstance information relating to Parent, any Subsidiary of Parent, the Companyparty, or any of their respective Affiliates, officers or directors, should be discovered by such party which that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus/Prospectus or the Registration Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the party that discovers that information shall promptly inform notify the other thereof party and take an appropriate action in respect thereof. Each amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders and stockholders, respectively, of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateCompany.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and shall file with the SECSEC a document or documents that will constitute (i) the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use commercially reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, a joint proxy statement and forms and, prior to the effective date of proxy the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company Parent or Company, as the case may be, shall furnish Parent with all information concerning Parent or Company as the Company and the holders of its capital stock and shall take such other action as Parent party may reasonably request in connection with the Registration Statement such actions and the issuance preparation of shares the S-4 and the Joint Proxy Statement/Prospectus. As promptly as practicable after the effective date of Parent Common Stockthe S-4, the Joint Proxy Statement/Prospectus shall be mailed to the shareholders of Company and of Parent. If Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and substances to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq. (b) The Joint Proxy Statement/Prospectus shall include the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of Company to withdraw at any time prior to the Effective Time any event or circumstance relating date of the Company Shareholders' Meeting its recommendation and to recommend a Superior Proposal determined to be such in compliance with Section 5.4(a) of this Agreement. The Joint Proxy Statement/Prospectus shall include the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent, any Subsidiary 's stockholders that they vote in favor of Parent, approval of the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an Share Issuance. (c) No amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus/Prospectus or the S-4 shall be made without the approval of Parent and Company, such party which approval shall promptly inform the other thereof and take appropriate action in respect thereofnot be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent and Common Stock issuable in connection with the Company will use its reasonable efforts to cause Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement-/Prospectus to be mailed to its stockholders at or the earliest practicable dateS-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and notwithstanding anything in the Porsche Merger Agreement to the contrary, the Company shall, shall cause to be prepared (with the initial draft to be prepared by Investor Counsel in consultation cooperation with each other, prepare the Company’s outside legal counsel) and file filed with the SEC, a joint proxy statement the Registration Statement, including the Joint Proxy Statement/Prospectus. The Company and forms of proxy Parent shall use their reasonable best efforts to ensure that the Registration Statement, including the Joint Proxy Statement/Prospectus, complies as to form in connection all material respects with the vote rules and regulations promulgated by the SEC under the Exchange Act and the Securities Act and with all other applicable Law. Subject to Section 7.02(b), the Joint Proxy Statement/Prospectus shall include (i) a statement to the effect that the Company Board has determined that this Agreement, the Parent Merger and the other Investment Transactions are fair to and in the best interests of the Company's , Parent and Merger Sub and their respective stockholders with respect to and has approved and declared advisable the Merger execution, delivery and performance of this Agreement and the votes consummation of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by Investment Transactions and (ii) the recommendation of the Company Board in favor of the adoption of this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part approval of the Registration Statementother Company Proposals (the “Company Board Recommendation”), together with any supplements thereto, in the form mailed to the Company's . The Company and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing (including by responding to comments of the SEC). The Company and Parent shall also make all necessary filings with respect to the Parent Merger and the Investment Transactions under the Securities Act and the Exchange Act and any necessary state securities Laws or “blue sky” notice requirements in connection with the issuance of Parent Common Stock. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to take any action required cause the Joint Proxy Statement/Prospectus to be taken under state securities or blue sky laws delivered to its stockholders in connection accordance with applicable Law and the issuance rules and regulations of Nasdaq. (b) Each of the shares of Parent Common Stock pursuant to this Agreement in Company, on the Merger. The Company one hand, and the Investors, on the other hand, shall furnish Parent with all information concerning such Party and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by such other Party and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Joint Proxy Statement/Prospectus, the Registration Statement, and the resolution of any comments received by the Company and or Parent from the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common StockSEC. If at any time prior to the Effective Time later of the receipt of the Stockholder Approval and Porsche Shareholder Approval, any event or circumstance information relating to Parent, any Subsidiary of Parent, the CompanyCompany or the Investors, or any of their respective officers Affiliates, directors or directorsofficers, should be discovered by such party Party which should is required to be set forth in an amendment or a supplement to either the Registration Statement or the Joint Proxy Statement-/Prospectus, so that either such party document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly inform notify the other thereof Party and take an appropriate action in amendment or supplement describing such information shall be promptly filed with the SEC and, with respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus /Prospectus, to the extent required by applicable Law, disseminated to the stockholders of the Company. (c) Notwithstanding anything herein to the contrary, to the extent reasonably practicable, the Company and Parent shall cooperate and consult, in good faith, with the Investors with respect to the filing with, or submission to, the SEC and Nasdaq of all forms, reports, applications or other documents (including, without limitation, the Registration Statement and any amendments or supplements thereto) to be mailed so filed or submitted in connection with the Transactions, which shall include, without limitation, providing the Investors the reasonable opportunity to review and comment on any such form, report, application or other document. The Company and Parent shall give due consideration to the Investors’ comments with respect to any such form, report, application or other document and shall not file or submit any of the foregoing without the Investors’ prior written approval, not to be unreasonably withheld. (d) The Company or Parent, as applicable, shall notify the Investors promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply, within one (1) day of receipt thereof, the Investors with copies of (A) all correspondence between the Company, Parent or any of their Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, or the Registration Statement and (B) all stop orders of the SEC relating to the Registration Statement. The Company and Parent shall give the Investors and their counsel a reasonable opportunity to participate in preparing the proposed response by the Company and/or Parent to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and the Company and Parent shall give reasonable consideration to any such comments and shall not submit any such response without the Investors’ prior review and written approval, not to be unreasonably withheld. The Company and Parent, as applicable shall use reasonable best efforts to respond promptly to any comments of the SEC or their respective staff with respect to the Joint Proxy Statement/Prospectus or the Registration Statement, as applicable. For the avoidance of doubt, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement will be made by Parent or the Company without the Investors’ prior review and written approval, not to be unreasonably withheld, except for amendments and supplements made in accordance with the immediately following sentence, which shall not require the Investors’ written approval. Subject to the Company’s compliance with its obligations under Section 7.03, the Investors shall cooperate in good faith with the Company, in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof with any request by the Company to (and the Company shall comply with any request by the Investors to) amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, (ii) a statement of the reason of the Company Board for making such a Company Adverse Recommendation Change, and (iii) additional information reasonably related to the foregoing. Notwithstanding a Company Adverse Recommendation Change, unless this Agreement is terminated in accordance with ARTICLE 10, the Company shall nonetheless (x) timely set a record date for, duly call, give notice of, convene and hold the Stockholders’ Meeting and submit this Agreement for adoption, and submit the other Company Proposals for approval, by the Company stockholders at and use its reasonable best efforts to solicit from such stockholders proxies in favor of (it being understood that a proxy card will be deemed voted “in favor of” a matter to be acted upon by the earliest practicable dateCompany’s stockholders if it provides the stockholder with the ability to either vote for, vote against or abstain from voting on, such matter) the adoption of this Agreement and approval of the other Company Proposals and (y) subject to the parenthetical in the immediately preceding clause (x), take all other actions reasonably necessary or advisable to secure the adoption of this Agreement and approval of the other Company Proposals by the Company’s stockholders, provided that nothing in this Section 7.04 shall prohibit the Company Board or any committee thereof from making a Company Adverse Recommendation Change in compliance with this Agreement.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and shall file with the SECSEC a document or documents that will constitute (i) the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use commercially reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, a joint proxy statement and forms and, prior to the effective date of proxy the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company Parent or Company, as the case may be, shall furnish Parent with all information concerning Parent or Company as the Company and the holders of its capital stock and shall take such other action as Parent party may reasonably request in connection with the Registration Statement such actions and the issuance preparation of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 S-4 and the Joint Proxy Statement-/Prospectus. As promptly as practicable after the effective date of the S-4, such party the Joint Proxy Statement/Prospectus shall promptly inform be mailed to the other thereof shareholders of Company and take appropriate action in respect thereofof Parent. Each of Parent and the Company will use its reasonable efforts to parties hereto shall cause the Joint Proxy Statement-/Prospectus to comply as to form and substances to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq. (b) The Joint Proxy Statement/Prospectus shall include the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and to recommend a Superior Proposal determined to be mailed such in compliance with Section 5.4 of this Agreement; provided, however, that the Board of Directors of Company shall submit this Agreement to its Company's shareholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall also include the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders at that they vote in favor of approval of the earliest practicable dateShare Issuance. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following the date after execution of this Agreement, Parent and the Company shall, in consultation shall cooperate with each otherother regarding, and shall prepare and file with the SEC, a joint proxy statement and forms the Joint Proxy Statement/Prospectus (as amended or supplemented, the “Joint Proxy Statement/Prospectus”) to be sent to the shareholders of proxy the Company in connection with the vote Company Special Meeting and to the stockholders of Parent in connection with the Parent Special Meeting, and Parent shall prepare and file the Registration Statement with the SEC. The Company and Parent shall use reasonable best efforts to cause the Registration Statement to become effective as soon as practicable thereafter. (b) Without limiting the generality of the Company's stockholders foregoing, each of the Company and Parent shall cause its respective representatives to fully cooperate with respect to the Merger other party and this Agreement its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the votes Registration Statement, and shall, upon request, furnish the other party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of Parent's stockholders the Joint Proxy Statement/Prospectus and the Registration Statement. Parent shall use reasonable efforts to take all actions required under any applicable Federal or state securities or Blue Sky Laws in connection with respect to the issuance of shares of Parent Common Stock in pursuant to the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of Merger. As promptly as practicable after the Registration Statement)Statement becomes effective, together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts cause the Joint Proxy Statement/Prospectus to have be mailed to their respective stockholders or shareholders, as the case may be. (c) The information supplied or to be supplied by either Parent or the Company for inclusion in the Registration Statement shall not at the time the Registration Statement is filed with the SEC or declared effective as promptly as practicable. Parent shall also use its reasonable best efforts by the SEC contain any untrue statement of a material fact or omit to take state any action material fact required to be taken stated therein or necessary in order to make the statements therein, in the light of the circumstances under state securities which they were made, not misleading. The information supplied or blue sky laws to be supplied by either party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus to be sent to the shareholders of such party in connection with its Special Meeting, or to be included or supplied by or on behalf of such party for inclusion in any filing pursuant to Rule 165 and Rule 425 under the issuance Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders or stockholders, as the case may be, at the time of the shares Company Special Meeting, at the time any Regulation M-A Filing is filed with the SEC or as of Parent Common Stock pursuant the Effective Time, contain any untrue statement of a material fact or omit to this Agreement state a any material fact necessary in order to make the Mergerstatements therein, in light of the circumstances under which they were made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for a Special Meeting which has since become false or misleading. The Company Proxy Statement/Prospectus shall furnish Parent comply in all material respects as to form and substance with all information concerning the Company requirements of the Securities Act, the Exchange Act and the holders rules and regulations thereunder. (d) Without limiting the generality of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time foregoing, prior to the Effective Time (i) the Company or Parent shall notify the other as promptly as practicable (i) upon becoming aware of any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, that should be discovered by such party which should be set forth described in an amendment or a supplement to the Registration Statement or in a supplement to the Joint Proxy Statement-Prospectus/Prospectus and (ii) after the receipt by it of any written or oral comments of the SEC with respect to, such party shall promptly inform or of any written or oral request by the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause SEC for amendments or supplements to, the Joint Proxy Statement-/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to be mailed any of the foregoing filings. (e) The Company and Parent shall make all necessary filings with respect to its stockholders at the earliest practicable dateMerger under the Securities Act and the Exchange Act and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect shall cause to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment be prepared (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare ’s reasonable cooperation) and file filed with the SEC the Registration Statement, including the Joint Proxy Statement/Prospectus. Each of Parent and the Company shall use its reasonable best efforts to ensure that the Registration Statement, including the Joint Proxy Statement/Prospectus, complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act and the Securities Act and with all other applicable Law. The Company and Parent (as applicable) shall ensure that the Joint Proxy Statement/Prospectus includes (i) the opinion of the Company’s financial advisor referred to in Section 3.20; and (ii) a summary of the financial analysis conducted by such financial advisor. Subject to Section 7.02(d) and Section 5.02, the Joint Proxy Statement/Prospectus shall include (i) a statement to the effect that the Company Board has determined that this Agreement and the Merger are fair to and in the best interests of the Company and its shareholders and has approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Merger and (ii) the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger. Parent and the Company shall use their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing (including by responding to comments of the SEC). Parent and the Company shall also make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and any necessary state securities Laws or “blue sky” notice requirements in connection with the issuance of Parent Common Stock. As promptly as practicable after the Registration Statement shall have become effective, the Company shall use its reasonable best efforts to take any action required cause the Joint Proxy Statement/Prospectus to be taken under state securities or blue sky laws delivered to its shareholders in connection accordance with applicable Law and the issuance rules and regulations of the shares Nasdaq. (b) Each of Parent Common Stock pursuant to this Agreement in and the Merger. The Company shall furnish Parent with all information concerning such Party and its Affiliates to the Company other, and provide such other assistance, as may be reasonably requested by such other Party and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Joint Proxy Statement/Prospectus, the Registration Statement, and the holders resolution of its capital stock and shall take such other action as Parent may reasonably request in connection with any comments either Party received from the Registration Statement and the issuance of shares of Parent Common StockSEC. If at any time prior to the Effective Time later of the receipt of the Company Shareholder Approval and Infiniti Stockholder Approval, any event or circumstance information relating to the Company or Parent, or any Subsidiary of Parent, the Company, or their respective officers Affiliates, directors or directorsofficers, should be discovered by such party the Company or Parent which should is required to be set forth in an amendment or a supplement to either the Registration Statement or the Joint Proxy Statement-/Prospectus, so that either such party document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly inform notify the other thereof Party and take an appropriate action in amendment or supplement describing such information shall be promptly filed with the SEC and, with respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus, to the extent required by applicable Law, disseminated to the shareholders of the Company. (c) The Parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply, within one (1) day of receipt thereof, the other Parties with copies of (A) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, or the Registration Statement and (B) all stop orders of the SEC relating to the Registration Statement. Each Party shall give the other Parties and their respective counsel a reasonable opportunity to participate in preparing the proposed response by such Party to comments received from the SEC or its staff and to provide comments on any proposed response thereto, and such Party shall give reasonable consideration to any such comments. Each Party shall use reasonable best efforts to respond promptly to any comments of the SEC or their respective staff with respect to the Joint Proxy Statement/Prospectus or the Registration Statement, as applicable. (d) For the avoidance of doubt, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the other Parties, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that the Company, in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof may (and Parent shall comply with any request by the Company to) amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, (ii) a statement of the reason of the Company Board for making such a Company Adverse Recommendation Change, and (iii) additional information reasonably related to the foregoing Adverse Recommendation Change. Notwithstanding a Company Adverse Recommendation Change, unless this Agreement is terminated in accordance with Article 9, the Company shall nonetheless timely set a record date for, duly call, give notice of, convene and hold the Company Shareholders’ Meeting and submit this Agreement for adoption by the Company shareholders and use its reasonable best efforts to solicit from such shareholders proxies in favor of (it being understood that a proxy card will be deemed “in favor of” a matter to be mailed acted upon by the Company’s shareholders if it provides the shareholder with the ability to its stockholders at either vote for, vote against or abstain from voting on, such matter) the earliest practicable dateadoption of this Agreement and take all other actions reasonably necessary or advisable to secure the approval and adoption of this Agreement and the Transactions by the Company’s shareholders, provided that nothing in this Section 7.02 shall prohibit the Company Board or any committee thereof from making a Company Adverse Recommendation Change in compliance with this Agreement.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and shall file with the SECSEC a document or documents that will constitute (i) the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use commercially reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, a joint proxy statement and forms and, prior to the effective date of proxy the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company Parent or Company, as the case may be, shall furnish Parent with all information concerning Parent or Company as the Company and the holders of its capital stock and shall take such other action as Parent party may reasonably request in connection with the Registration Statement such actions and the issuance preparation of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 S-4 and the Joint Proxy Statement-/Prospectus. As promptly as practicable after the effective date of the S-4, such party the Joint Proxy Statement/Prospectus shall promptly inform be mailed to the other thereof shareholders of Company and take appropriate action in respect thereofof Parent. Each of Parent and the Company will use its reasonable efforts to parties hereto shall cause the Joint Proxy Statement-/Prospectus to comply as to form and substances to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq. (b) The Joint Proxy Statement/Prospectus shall include the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and to recommend a Superior Proposal determined to be mailed such in compliance with Section 5.4 of this Agreement; PROVIDED, HOWEVER, that the Board of Directors of Company shall submit this Agreement to its Company's shareholders whether or not at any time subsequent to the date hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall also include the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent's stockholders at that they vote in favor of approval of the earliest practicable dateShare Issuance. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following the date after execution of this Agreement, Parent and the Company shall, in consultation shall cooperate with each otherother regarding, and shall prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment Joint Proxy Statement/Prospectus (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement)as amended or supplemented, together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") and Parent, to be sent to the stockholders of the Company in consultation connection with the CompanyCompany Stockholders Meeting and to the stockholders of Parent in connection with the Parent Stockholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included). Each of The Company and Parent and the Company shall use its reasonable best efforts to have cause the Registration Statement declared to become effective as promptly soon as practicablepracticable thereafter. (b) Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective Representatives to fully cooperate with the other Party and its respective Representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other Party with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Parent shall also use its reasonable best efforts to take all actions required under any action required to be taken under applicable federal or state securities or blue sky laws Blue Sky Laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The As promptly as practicable after the Registration Statement becomes effective, Parent and the Company shall furnish Parent cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders. (c) The information supplied or to be supplied by either party for inclusion in the Registration Statement shall not at the time the Registration Statement is filed with all the SEC or declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information concerning supplied or to be supplied by either party for inclusion or incorporation by reference in the Company and Joint Proxy Statement/Prospectus to be sent to the holders stockholders of its capital stock and shall take such other action as Parent may reasonably request party in connection with the Registration Statement respective Merger Stockholders Meeting, or to be included or supplied by or on behalf of either party for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a "Regulation M-A Filing") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to stockholders or at the time of the Company Stockholders Meeting or at the time any Regulation M-A Filing is filed with the SEC or as of the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Merger Stockholders Meeting which has become false or misleading. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the issuance rules and regulations thereunder. (d) Without limiting the generality of shares of Parent Common Stock. If at any time the foregoing, prior to the Effective Time (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth described in an amendment of, or a supplement to the Registration Statement or to, the Joint Proxy Statement-Prospectus/Prospectus or the Registration Statement, such party and (ii) the Company and Parent shall promptly inform each notify the other thereof and take appropriate action in respect thereof. Each as promptly as practicable after the receipt by it of Parent and any written or oral comments of the Company will use its reasonable efforts to cause SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement-/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to be mailed any of the foregoing filings. (e) The Company and Parent shall make any necessary filing with respect to its stockholders at the earliest practicable dateMerger under the Securities Act and the Exchange Act and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly soon as practicable following after the date of this Agreement, Parent AutoCyte and the Company shall, in consultation with each other, NeoPath shall jointly prepare and file with the SEC, a subject to the prior approval of the other party, which approval shall not be unreasonably withheld, preliminary joint proxy statement and forms of proxy in connection with materials relating to the vote special meetings of the Company's stockholders of NeoPath and AutoCyte held in accordance with respect Sections 4.10 and 4.11 hereof, respectively, and as required by the Exchange Act, and a Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement") relating to the Merger and this Agreement and registration under the votes Securities Act of Parent's stockholders with respect to the issuance of shares of Parent AutoCyte Common Stock to be issued in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration StatementMerger. Each of Parent AutoCyte and the Company NeoPath shall use its all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing. Parent AutoCyte shall also use its all reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of qualify the shares of Parent AutoCyte Common Stock to be issued in the Merger under the securities or "blue sky" laws of every state necessary to offer and issue the shares of AutoCyte Common Stock issuable pursuant to this Agreement Section 1.6(a) to the stockholders of NeoPath at the Closing, except any such state with respect to which counsel for AutoCyte has determined that such qualification is not required under the securities or "blue sky" laws of such state, and except that in the Mergerno event shall AutoCyte be obligated to qualify as a foreign corporation or to execute a general consent to service of process in any state in which it has not previously so qualified or has not previously so consented. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request joint proxy statement/prospectus included in connection with the Registration Statement at the time it initially is mailed to the stockholders of AutoCyte and shareholders of NeoPath and all duly filed supplements, amendments or revisions made thereto, if any, similarly mailed are hereinafter referred to as the issuance of shares of Parent Common Stock"Proxy Statement." No filing of, or amendment or supplement to, the Registration Statement will be made by AutoCyte, or the Proxy Statement will be made by NeoPath or AutoCyte, without providing the other party the opportunity to review and comment thereon. If If, at any time prior to the Effective Time Time, any event or circumstance relating to Parenteither AutoCyte or NeoPath or any of its affiliates, any Subsidiary of Parent, the Company, or their respective officers or directors, should be directors is discovered by such party which should that is required to be set forth in an amendment to the Registration Statement or filings under blue sky laws or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall will promptly inform the other thereof party, and take such amendment or supplement will be promptly filed with the SEC and appropriate action in respect thereof. Each state securities administrators and disseminated to the stockholders of Parent AutoCyte and NeoPath, to the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateextent required by applicable federal and state securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the execution of this Agreement (and in any event within 30 days of the date of this Agreement), Parent and the Company shall, in consultation with each other, shall prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare ’s reasonable cooperation) and file with the SEC the Registration Statement, including the Joint Proxy Statement/Prospectus. Each of Parent and the Company shall use its reasonable best efforts to ensure that the Registration Statement, including the Joint Proxy Statement/Prospectus, complies as to form in all material respects with the rules and regulations promulgated by the SEC under the Exchange Act and the Securities Act and with all other applicable Law (including any applicable Canadian securities Laws). The Company shall ensure that the Joint Proxy Statement/Prospectus includes: (i) the opinion of the financial advisor referred to in Section 3.21; and (ii) a summary of the financial analysis conducted by such financial advisor. Subject to Section 7.02(d) and Section 5.02, the Joint Proxy Statement/Prospectus shall include (i) a statement to the effect that the Company Board has determined that this Agreement and the Merger are advisable and (ii) the recommendation of the Company Board in favor of approval and adoption of this Agreement and the Merger. Subject to Section 7.02(d) and Section 6.03, the Joint Proxy Statement/Prospectus shall include the recommendation of the Parent Board in favor of approval of the Parent Share Issuance. Parent and the Company shall use their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing (including by responding to comments of the SEC) and under any Canadian securities Laws including any rules and regulations promulgated by the OSC. Parent and the Company shall also make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and any necessary state or Canadian securities Laws or “blue sky” notice requirements in connection with the issuance of Parent Common Shares. As promptly as practicable after the Registration Statement shall have become effective, each of Parent and the Company shall use its reasonable best efforts to take any action required cause the Joint Proxy Statement/Prospectus to be taken under state securities mailed to its stockholders or blue sky laws in connection with the issuance of the shares shareholders, as applicable. (b) Each of Parent Common Stock pursuant to this Agreement in and the Merger. The Company shall furnish Parent with all information concerning such Party and its Affiliates to the Company other, and provide such other assistance, as may be reasonably requested by such other Party and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Joint Proxy Statement/Prospectus, the Registration Statement, and the holders resolution of its capital stock and shall take such other action as Parent may reasonably request in connection with any comments to either received from the Registration Statement and SEC or the issuance of shares of Parent Common StockOSC. If at any time prior to the Effective Time later of the receipt of the Company Stockholder Approval and Parent Shareholder Approval, any event or circumstance information relating to the Company or Parent, or any Subsidiary of Parent, the Company, or their respective officers Affiliates, directors or directorsofficers, should be discovered by such party the Company or Parent which should is required to be set forth in an amendment or a supplement to either the Registration Statement or the Joint Proxy Statement-/Prospectus, so that either such party document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly inform notify the other thereof Party and take an appropriate action in amendment or supplement describing such information shall be promptly filed with the SEC and, with respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus, to the extent required by applicable Law, disseminated to the stockholders of the Company. (c) The Parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC (or from the OSC or the staff of the OSC) and of any request by the SEC or the staff of the SEC (or from the OSC or the staff of the OSC) for amendments or supplements to the Joint Proxy Statement/Prospectus or the Registration Statement or for additional information and shall supply each other with copies of (A) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC (or the OSC or the staff of the OSC), on the other hand, with respect to the Joint Proxy Statement/Prospectus, or the Registration Statement and (B) all stop orders of the SEC (or of the OSC) relating to the Registration Statement. Each Party shall give the other Party and its counsel a reasonable opportunity to participate in preparing the proposed response by such Party to comments received from the SEC (or from the OSC) or its staff and to provide comments on any proposed response thereto, and such Party shall give reasonable consideration to any such comments. Each Party shall use reasonable best efforts to respond promptly to any comments of the SEC (or of the OSC) or their respective staff with respect to the Joint Proxy Statement/Prospectus or the Registration Statement, as applicable. (d) No amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement will be mailed made by Parent or the Company without the approval of the other Parties, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that the Company, in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof may (and Parent shall comply with any request by the Company to) amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to its an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change, (ii) a statement of the reason of the Company Board for making such a Company Adverse Recommendation Change, and (iii) additional information reasonably related to the foregoing; provided, further, that Parent, in connection with a Parent Adverse Recommendation Change made in compliance with the terms hereof may (and the Company shall comply with any request by Parent to) amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Parent Adverse Recommendation Change, (ii) a statement of the reason of the Parent Board for making such a Parent Adverse Recommendation Change, and (iii) additional information reasonably related to the foregoing. Notwithstanding a Company Adverse Recommendation Change, the Company shall nonetheless submit this Agreement to the Company stockholders at for approval and adoption, unless this Agreement is terminated in accordance with ARTICLE 9. Notwithstanding a Parent Adverse Recommendation Change, Parent shall nonetheless submit this Agreement to the earliest practicable dateParent shareholders for approval and adoption, unless this Agreement is terminated in accordance with ARTICLE 9. (e) Notwithstanding the foregoing, Parent may elect, by notice to the Company within 10 days after the date hereof, to include all of the information related to a Parent Shareholders Meeting, including Parent Shareholder Approval, in a proxy circular of Parent in conformity with applicable Canadian securities Laws instead of in the Joint Proxy Statement/Prospectus, but which will otherwise be subject to the provisions of this Section 7.02, mutatis mutandis, including the timing and the consultation provisions thereof.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following the date after execution of this Agreement, Parent and the Company shall, in consultation shall cooperate with each otherother regarding, and shall prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment Joint Proxy Statement/Prospectus (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement)as amended or supplemented, together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") and Parent, to be sent to the shareholders of the Company in consultation connection with the CompanyCompany Shareholders Meeting and to the shareholders of Parent in connection with the Parent Shareholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included). Each of The Company and Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable thereafter. (b) Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective representatives to fully cooperate with the other parties and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other parties with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Parent or Nanometrics Delaware, as appropriate, shall use reasonable efforts to take all actions required under any action required to be taken under applicable federal or state securities or blue sky laws Blue Sky Laws in connection with the issuance of the shares of Nanometrics Delaware Parent Common Stock pursuant to this Agreement in the Acquisition Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action As promptly as Parent may reasonably request in connection with practicable after the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parentbecomes effective, any Subsidiary of Parent, the Company, or their respective 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 the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to shall cause the Joint Proxy Statement-/Prospectus to be mailed to its stockholders their respective shareholders. (c) The information supplied or to be supplied by either Parent or the Company for inclusion in the Registration Statement shall not at the earliest time the Registration Statement is filed with the SEC or declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus to be sent to the shareholders of such party in connection with the respective Merger Shareholders Meeting, or to be included or supplied by or on behalf of either Parent or the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a "Regulation M-A Filing") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders Meeting or at the time any Regulation M-A Filing is filed with the SEC or as of the Acquisition Merger Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Merger Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. (d) Without limiting the generality of the foregoing, prior to the Acquisition Merger Effective Time (i) the Company and Parent shall notify each other as promptly as practicable dateupon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and (ii) the Company and Parent (or Nanometrics Delaware as the case may be) shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. (e) The Company and Parent shall make any necessary filing with respect to the Acquisition Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following practicable, the date of this AgreementCompany, New Charter and Parent and the Company shall, in consultation with each other, shall prepare and file the Joint Proxy Statement/Prospectus and the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included) with the SEC. The Company, New Charter and Parent shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Joint Proxy Statement/Prospectus shall include, subject to Section 6.03, the Company Board Recommendation and, subject to Section 7.04, the Parent Board Recommendation. The Company and Parent shall cooperate with one another in (x) setting a joint proxy statement mutually acceptable date for the Company Stockholder Meeting and forms the Parent Stockholder Meeting, so as to enable them to occur, to the extent practicable, on the same date and (y) setting the dates for their respective annual meetings of proxy stockholders. The Company and Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders as promptly as practicable after the Registration Statement becomes effective. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Joint Proxy Statement/Prospectus comply as to form in connection all material respects with the vote of rules and regulations promulgated by the Company's stockholders SEC under the 1933 Act and the 1934 Act, respectively. (b) The Company and Parent shall make all necessary filings with respect to the Merger and this Agreement the transactions contemplated hereby under the 1933 Act and the votes 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) Each of Parent's stockholders the Company and Parent shall promptly provide the other parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of Joint Proxy Statement/Prospectus or the Registration Statement), together with any supplements theretoas applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the form mailed response to those comments. (d) No amendment or supplement to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus"/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the other parties hereto, which approval shall not be unreasonably withheld or delayed; provided that (i) the Company, in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (A) a Company Adverse Recommendation Change, (B) a statement of the reason of the Company’s Board of Directors for making such Company Adverse Recommendation Change, and (C) additional information reasonably related to the foregoing, and (ii) Parent, in consultation connection with a Parent Adverse Recommendation Change made in compliance with the Companyterms hereof may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (A) a Parent Adverse Recommendation Change, shall prepare (B) a statement of the reason of Parent’s Board of Directors for making such Parent Adverse Recommendation Change, and file (C) additional information reasonably related to the foregoing. Each party will advise the other parties, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of New Charter Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If If, at any time prior to the Effective Time Time, Parent or the Company discovers any event or circumstance information relating to Parent, any Subsidiary of Parent, the Companyparty, or any of their respective Affiliates, officers or directors, should be discovered by such party which that should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus/Prospectus or the Registration Statement, so that none of those documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such document, in light of the circumstances under which they were made, not misleading, the party that discovers that information shall promptly inform notify the other thereof party and take an appropriate action in respect thereof. Each amendment or supplement describing that information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders and stockholders, respectively, of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateCompany.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following the date of this Agreement, Parent The Acquiror and the Company shall, shall cooperate in consultation with each other, prepare and file with the SEC, preparing a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment statement/prospectus (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") and Parent, which shall be utilized to solicit proxies in consultation connection with the meeting at which the Company's stockholders will vote upon the Merger and the meeting at which the Acquiror's stockholders will vote upon the Merger. Such document shall also constitute a prospectus for the offer, sale and registration of the Acquiror's capital stock pursuant to the Merger. Promptly after both the Acquiror and the Company confirm that the Joint Proxy Statement/Prospectus is satisfactory for filing in preliminary form, the Acquiror shall file such preliminary Joint Proxy Statement/Prospectus with the SEC, such filing to be on a confidential basis to the extent permitted by the rules of the SEC. Each party shall provide the other with a copy of any written comments that it may receive from the Staff of the SEC with respect to the Joint Proxy Statement/Prospectus and shall afford the other party's representatives the opportunity to participate in any telephonic conversation or meeting with the Staff of the SEC regarding the Joint Proxy Statement/Prospectus. Each party will afford the other party and its counsel a full and complete opportunity to comment on any response to any comments from the Staff of the SEC with respect to such Joint Proxy Statement/Prospectus and will not file any amendment to such preliminary Joint Proxy Statement/Prospectus unless such amendment is approved by the other party, such approval not to be unreasonably withheld. The Acquiror shall prepare and file with the SEC a registration statement on Form S-4 including such Joint Proxy Statement/Prospectus (the "Registration Statement. Each ") as soon as is reasonably practicable following receipt of Parent final comments from the Staff of the SEC on the Joint Proxy Statement/Prospectus (or advice that such Staff shall not review such filing), and the Company shall use its all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicablepracticable and to maintain the effectiveness of such Registration Statement. Parent Each party will promptly advise the other party in writing if at any time prior to the Company Meeting (as hereinafter defined) or the Acquiror Meeting (as hereinafter defined) it shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Joint Proxy Statement/Prospectus or Registration Statement in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable law. The Acquiror shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky or securities laws in connection with the issuance of the shares of Parent Acquiror Common Stock pursuant to this Agreement in the Merger. The , and the Company shall furnish Parent with the Acquiror all information concerning the Company and the holders of its capital stock and shall take such other any action as Parent the Acquiror may reasonably request in connection with any such action. The Acquiror will afford the Company and its counsel a reasonable opportunity to comment on (i) the Registration Statement in preliminary form prior to its being filed with the SEC, (ii) any response to any comments from the Staff of the SEC with respect to such Registration Statement in preliminary form and (iii) any proposed amendments to the issuance of shares of Parent Common StockRegistration Statement. If Each party will promptly advise the other in writing if at any time prior to the Effective Time Company Meeting or the Acquiror Meeting it shall obtain knowledge of any event facts that might make it necessary or circumstance relating appropriate to Parent, any Subsidiary of Parent, the Company, amend or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Registration Statement in order to make the statements contained or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts incorporated by reference therein not misleading or to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable datecomply with applicable law.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare ’s reasonable cooperation) and file with the SEC the Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each of Parent and the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Joint Proxy Statement/Prospectus comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Subject to Section 6.7(d) and unless the Company Board has made a Company Change of Recommendation in accordance with Section 6.5, the Joint Proxy Statement/Prospectus shall include the Company Recommendation. Subject to Section 6.7(d) and unless the Parent Board has made a Parent Change of Recommendation in accordance with Section 6.6, the Joint Proxy Statement/Prospectus shall include the Parent Recommendation. Prior to the filing of the Joint Proxy Statement/Prospectus, Parent shall provide the Company and its counsel a reasonable opportunity to review and comment on such documents, and Parent will consider, in good faith, incorporating any such comments of the Company and/or its counsel prior to such filing. Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicablepracticable after such filing (including by responding to comments of the SEC). As promptly as practicable after the Registration Statement shall have become effective, each of the Company and Parent shall also use its reasonable best efforts to take any action required cause the Joint Proxy Statement/Prospectus to be taken under state securities or blue sky laws in connection with the issuance mailed to its respective shareholders. (b) Each of the shares of Company and Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning such Person and its Affiliates to the Company other, and provide such other assistance, as may be reasonably requested by such other party to be included therein and shall otherwise reasonably assist and cooperate with the other in the preparation, filing and distribution of the Joint Proxy Statement/Prospectus, the Registration Statement, and the holders resolution of its capital stock and shall take such other action as Parent may reasonably request in connection with any comments to either received from the Registration Statement and the issuance of shares of Parent Common StockSEC. If at any time prior to the Effective Time receipt of the Company Stockholder Approval and the Parent Stockholder Approval, any event or circumstance information relating to the Company or Parent, or any Subsidiary of Parent, the Company, or their respective officers Affiliates, directors or directorsofficers, should be discovered by such party the Company or Parent which should is required to be set forth in an amendment or a supplement to either the Registration Statement or the Joint Proxy Statement-/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary 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 inform notify the other thereof party and take an appropriate action in amendment or supplement describing such information shall be promptly filed with the SEC and, with respect thereof. Each to the Joint Proxy Statement/Prospectus, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company will use its reasonable efforts Company. (c) The parties shall notify each other promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to cause the Joint Proxy Statement-/Prospectus or the Registration Statement or for additional information and shall (i) supply each other with copies of (x) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, or the Registration Statement and (y) all stop orders of the SEC relating to the Registration Statement and (ii) provide each other with a reasonable opportunity to participate in the response to those comments and requests. (d) No amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement will be mailed made by Parent or the Company without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed; provided, that (x) the Company, in connection with a Company Change of Recommendation made in compliance with the terms hereof may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to its stockholders at an amendment or supplement (including by incorporation by reference) to the earliest practicable dateextent it contains (i) a Company Change of Recommendation, (ii) a statement of the reason of the board for making such a Company Change of Recommendation, and (iii) additional information reasonably related to the foregoing and (y) Parent, in connection with a Parent Change of Recommendation made in compliance with the terms hereof may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Parent Change of Recommendation, (ii) a statement of the reason of the board for making such a Parent Change of Recommendation, and (iii) additional information reasonably related to the foregoing.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and shall file with the SECSEC a document or documents that will constitute (i) the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use commercially reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, a joint proxy statement and forms and, prior to the effective date of proxy the S-4, the parties hereto shall take all action required under any applicable Laws in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company Parent or Company, as the case may be, shall furnish Parent with all information concerning Parent or Company as the Company and the holders of its capital stock and shall take such other action as Parent party may reasonably request in connection with the Registration Statement such actions and the issuance preparation of shares the S-4 and the Joint Proxy Statement/ Prospectus. As promptly as practicable after the effective date of Parent Common Stockthe S-4, the Joint Proxy Statement/Prospectus shall be mailed to the shareholders of Company and of Parent. If Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and substances to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the AMEX. (b) The Joint Proxy Statement/Prospectus shall include the approval of this Agreement and the Merger and the recommendation of the Board of Directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of Company to withdraw at any time prior to the Effective Time any event or circumstance relating date of the Company Shareholders' Meeting its recommendation and to recommend a Superior Proposal determined to be such in compliance with Section 5.4(a) of this Agreement. The Joint Proxy Statement/Prospectus shall include the approval of the Share Issuance and the recommendation of the Board of Directors of Parent to Parent, any Subsidiary 's stockholders that they vote in favor of Parent, approval of the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an Share Issuance. (c) No amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus/Prospectus or the S-4 shall be made without the approval of Parent and Company, such party which approval shall promptly inform the other thereof and take appropriate action in respect thereofnot be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent and Common Stock issuable in connection with the Company will use its reasonable efforts to cause Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement-/Prospectus to be mailed to its stockholders at or the earliest practicable dateS-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and Parent shall file with the SECSEC the F-4, which shall include a joint proxy document or documents that will constitute (i) the prospectus forming part of the registration statement on the F-4 and forms (ii) the Joint Proxy Statement/Prospectus. Each of proxy the parties hereto shall use all reasonable efforts to cause the F-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the F-4, the parties hereto shall take all action required under any applicable Laws in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company Parent or Company, as the case may be, shall furnish Parent with all information concerning Parent or Company as the Company and the holders of its capital stock and shall take such other action as Parent party may reasonably request in connection with the Registration Statement such actions and the issuance preparation of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 F-4 and the Joint Proxy Statement-/Prospectus. As promptly as practicable after the effective date of the F-4, such party the Joint Proxy Statement/Prospectus shall promptly inform be mailed to the other thereof stockholders of Company and take appropriate action in respect thereofof Parent. Each of Parent and the Company will use its reasonable efforts to parties hereto shall cause the Joint Proxy Statement-/Prospectus to comply as to form and substance with respect to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the Nasdaq. (b) The Joint Proxy Statement/Prospectus shall (i) solicit the approval of this Agreement and the Merger and include the recommendation of the Board of Directors of Company to Company's stockholders that they vote in favor of approval of this Agreement and the Merger, subject to the right of the Board of Directors of the Company to withdraw its recommendation and recommend a Superior Proposal determined to be mailed such in compliance with Section 5.4 of this Agreement, and (ii) include the opinion of FleetBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ referred to its in Section 2.23; provided, however, that the Board of Directors of -------- ------- Company shall submit this Agreement to Company's stockholders whether or not at any time subsequent to the earliest practicable datedate hereof such board determines that it can no longer make such recommendation. The Joint Proxy Statement/Prospectus shall (A) solicit the approval of the Share Issuance and include the recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance, and (B) include the opinion of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated referred to in Section 3.12. If Company has not breached Section 5.4, then nothing contained in this Agreement shall prevent the Board of Directors of Company from complying with Rule 14d-9 and Rule 14e-2 under the Exchange Act. (c) Each of Parent and Company shall promptly amend or supplement the Joint Proxy Statement/Prospectus to the extent required by law to do so. No amendment or supplement to the Joint Proxy Statement/Prospectus or the F-4 shall be made without the approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the F-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the F-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, will prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with SEC the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Parent will prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus is to be included as a prospectus. Parent and the Company will provide each other with any information with respect to it and the holders of its capital stock which may be required or appropriate for inclusion in the Joint 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 and filing of the Joint Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1. Each of Parent and the Company will cooperate in responding to any comments from the SEC, will use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate Merger I and the transactions contemplated hereby. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Joint Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company shall use its cooperate and provide the other with a reasonable efforts opportunity to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take review and comment on any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 the and Joint Proxy Statement-Prospectus/Prospectus prior to filing such with the SEC, and will provide each other with a copy of all such party shall promptly inform filings made with the other thereof and take appropriate action in respect thereofSEC. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its respective stockholders at the earliest practicable datetime after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable Table of Contents requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq. Without in any way limiting or affecting the requirements of Section 5.2(b) hereof, nothing in this Agreement shall preclude either Parent or the Company from including in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC a preliminary proxy statement which shall constitute the Registration Joint Proxy Statement/Prospectus, together with any other documents required by the Securities Act or the Exchange Act, in connection with the Transactions. Each The Joint Proxy Statement/Prospectus shall constitute (i) the proxy statement of the Company with respect to the Company Shareholders' Meeting, (ii) the proxy statement of Parent with respect to the Parent Stockholders' Meeting and, (iii) the prospectus to be contained in the Form S-4 with respect to the issuance by (A) Dutchco of the Parent Common Shares and (B) the Continuing Corporation of the Exchangeable Shares, Units and Class B Shares in connection with the Transactions. As promptly as practicable after comments (if any) are received from the SEC thereon and after the furnishing by Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action of all information required to be taken under state securities or blue sky laws in connection with the issuance of the shares of contained therein, Parent Common Stock pursuant to this Agreement in the Merger. The and Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its stockholders at each of the earliest practicable date.Company's Shareholders and each of Parent's Stockholders. The Joint Proxy Statement/Prospectus shall (i) include the unanimous recommendation of the non-interested Board of Directors of the Company in favor of the Transactions, except that the Board of Directors of the Company may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so, and (ii) the unanimous recommendation of the Board of Directors of Parent in favor of the Parent Stock Issuance, except that the Board of Directors of Parent may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so. Parent shall file a 23

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC a preliminary proxy statement which shall constitute the Registration Joint Proxy Statement/Prospectus, together with any other documents required by the Securities Act or the Exchange Act, in connection with the Transactions. Each The Joint Proxy Statement/Prospectus shall constitute (i) the proxy statement of the Company with respect to the Company Shareholders' Meeting, (ii) the proxy statement of Parent with respect to the Parent Stockholders' Meeting and, (iii) the prospectus to be contained in the Form S-4 with respect to the issuance by (A) Dutchco of the Parent Common Shares and (B) the Continuing Corporation of the Exchangeable Shares, Units and Class B Shares in connection with the Transactions. As promptly as practicable after comments (if any) are received from the SEC thereon and after the furnishing by Parent and the Company of all information required to be contained therein, Parent and Company shall cause the Joint Proxy Statement/Prospectus to be mailed to each of the Company's Shareholders and each of Parent's Stockholders. The Joint Proxy Statement/Prospectus shall (i) include the unanimous recommendation of the non-interested Board of Directors of the Company in favor of the Transactions, except that the Board of Directors of the Company may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so, and (ii) the unanimous recommendation of the Board of Directors of Parent in favor of the Parent Stock Issuance, except that the Board of Directors of Parent may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so. Parent shall file a registration statement on Form S-3 (the "FORM S-3") in order to register the Parent Common Shares to be issued from time to time after the Effective Time upon exchange of the Exchangeable Shares and shall use its reasonable best efforts to maintain the effectiveness of such registration for such period as such Exchangeable Shares remain outstanding, and Parent and the Company shall use its all reasonable efforts to have cause the Registration Statement declared Form S-3 to become effective as promptly as practicableprior to the Effective Time. Notwithstanding anything herein to the contrary, Parent shall also use be under no obligation to file the Form S-3 if it shall have determined on the advice of its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of counsel that the shares of Parent Common Stock pursuant to this Agreement in be issued upon exchange of the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to Exchangeable Shares after the Effective Time any event or circumstance relating to Parent, any Subsidiary will be exempt from the registration requirements of Parent, Section 5 of the Company, or their respective officers or directors, should be discovered Securities Act by such party which should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each virtue of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date.Section 3(a)(9)

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following practical after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent Acquiror and the Company shall jointly prepare the Registration Statement, which shall include the Joint Proxy Statement/Prospectus, and Acquiror shall file the Registration Statement with the SEC. Acquiror shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable. Parent practicable after such filing and Acquiror and the Company shall also use its reasonable best efforts to take any action required cause the Joint Proxy Statement/Prospectus to be taken mailed to their respective securityholders at the earliest practicable time after the Registration Statement is declared effective under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the MergerSecurities Act. The Company shall furnish Parent with cooperate with, and use all information concerning the Company and the holders of reasonable efforts to assist, Acquiror in its capital stock and shall take such other action as Parent may reasonably request in connection with efforts to have the Registration Statement and declared effective under the issuance of shares of Parent Common StockSecurities Act as promptly as practical after the filing therewith with the SEC. If at any time prior to the Effective Time Whenever any event occurs with respect to Acquiror or circumstance relating the Company that is required to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 7.4(b), Acquiror or the Joint Proxy Statement-ProspectusCompany, such party as the case may be, shall promptly inform the other thereof such party of such occurrence and take appropriate action cooperate in respect thereof. Each filing or assisting in filing with the SEC or its staff or any other Governmental Authority or government officials, or mailing or assisting in preparing and mailing to securityholders of Parent Acquiror and the Company, such amendment or supplement. (b) In addition to the filing described in subsection (a) above, each of the Company will use its reasonable efforts and Acquiror shall promptly make any filings with respect to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at Merger required under applicable state securities or "Blue Sky" laws and other applicable laws of any other jurisdiction and the earliest practicable daterules and regulations promulgated thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, will prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with SEC the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-/Prospectus") , and Parent, in consultation with the Company, shall Parent will prepare and file with the SEC the Registration Statement in which the Joint Proxy Statement/Prospectus is to be included as a prospectus. Parent and the Company will provide each other with any information with respect to it and the holders of its capital stock which may be required or appropriate for inclusion in the Joint 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 and filing of the Joint Proxy Statement/Prospectus and the Registration Statement pursuant to this Section 5.1. Each of Parent and the Company will cooperate in responding to any comments from the SEC, will use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate Merger I and the transactions contemplated hereby. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and/or the Joint Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or the Company, such amendment or supplement. Each of Parent and the Company shall use its cooperate and provide the other with a reasonable efforts opportunity to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take review and comment on any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 the and Joint Proxy Statement-Prospectus/Prospectus prior to filing such with the 52. SEC, and will provide each other with a copy of all such party shall promptly inform filings made with the other thereof and take appropriate action in respect thereofSEC. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its respective stockholders at the earliest practicable datetime after the Registration Statement is declared effective by the SEC. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of Nasdaq. Without in any way limiting or affecting the requirements of Section 5.2(b) hereof, nothing in this Agreement shall preclude either Parent or the Company from including in the Joint Proxy Statement/Prospectus or any amendment or supplement thereto any information that it reasonably determines is required to be disclosed pursuant to applicable securities laws.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following the date of this Agreementpracticable, Parent and the Company shall, in consultation with each other, and Parent shall prepare and file the Joint Proxy Statement/Prospectus and the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included) with the SEC. The Company and Parent shall use their reasonable best efforts to cause the Registration Statement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Subject to Section 6.03, a joint proxy statement and forms of proxy in connection with the vote Joint Proxy Statement/Prospectus shall include the recommendation of the Company's stockholders with respect to Board of Directors of the Merger Company in favor of approval and adoption of this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement recommendation of the Board of Directors of Parent in favor of approval of the Parent Stock Issuance. The Company and Parent shall cooperate with one another in (x) setting a mutually acceptable date for the Company Stockholder Meeting and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement)Parent Shareholder Meeting, together with any supplements theretoso as to enable them to occur, in the form mailed to the Company's extent practicable, on the same date and Parent's (y) setting the dates for their respective annual meetings of stockholders, is herein called the "Joint Proxy Statement-Prospectus") . The Company and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its respective stockholders at or shareholders, as the earliest case may be, as promptly as practicable dateafter the Registration Statement becomes effective. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Joint Proxy Statement/Prospectus comply as to form in all material respects with the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively. (b) The Company and Parent shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “ blue sky ” laws and the rules and regulations thereunder. (c) Each of the Company and Parent shall promptly provide the other parties and their respective counsel with (i) any comments or other communications, whether written or oral, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement/Prospectus or the Registration Statement, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. (d) No amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement will be made by Parent or the Company without the approval of the other parties hereto, which approval shall not be unreasonably withheld or delayed; provided that the Company, in connection with a Company Adverse Recommendation Change made in compliance with the terms hereof may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to an amendment or supplement (including by incorporation by reference) to the extent it contains (i) a Company Adverse Recommendation Change,

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, VMARK shall prepare and file with the SEC (with appropriate requests for confidential treatment) a preliminary form of the Joint Proxy Statement/Prospectus and other proxy materials related thereto. Following clearance of the Joint Proxy Statement Prospectus by the SEC, VMARK shall prepare and file with the SEC a registration statement on Form S-4, containing the prospectus which is a part of the Joint Proxy Statement/Prospectus, in connection with the registration under the Securities Act of the shares of VMARK Common Stock to be issued in the Merger (the "Registration Statement"). UNIDATA and VMARK shall cause the Registration Statement and the Joint Proxy Statement/Prospectus to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent UNIDATA and the Company VMARK shall use its reasonable efforts to have or cause the Registration Statement declared to become effective (including clearing the Joint Proxy Statement/Prospectus with the SEC) as promptly as practicable. Parent , and shall also use its reasonable best efforts to take all actions required under any action required to be taken under applicable federal or state securities or blue sky laws in connection with the issuance of the shares of Parent VMARK Common Stock pursuant to this Agreement in the Merger. The Company Without limiting the generality of the foregoing, each of UNIDATA and VMARK agrees to use all reasonable efforts, after consulting with the other party, to respond promptly to any comments made by the SEC with respect to the Joint Proxy Statement/Prospectus (including each preliminary version thereof) and the Registration Statement (including each amendment and I-31 40 supplement thereto). Each of UNIDATA and VMARK shall, and shall cause it respective representatives to, fully cooperate with the other party and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish Parent the other party with all information concerning it and its affiliates, directors, officers and stockholders as the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. The Joint Proxy Statement/Prospectus shall include the determination and recommendation of the Board of Directors of UNIDATA and VMARK that their respective stockholders vote in favor of the approval and adoption of this Agreement and the Merger; provided, however, that the Board of Directors of UNIDATA or VMARK may withdraw, modify or change such respective recommendation if either such Board of Directors determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause the members of such Board of Directors to breach their fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, UNIDATA and VMARK shall cause the issuance Proxy Statement to be mailed to their respective stockholders. Thereafter, UNIDATA and VMARK shall each notify the other as promptly as practicable upon becoming aware of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth described in an amendment of, or a supplement to the Registration Statement or to, the Joint Proxy Statement-Prospectus/Prospectus or the Registration Statement, such party and UNIDATA and VMARK shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Proxy Statement or the Registration Statement, and shall promptly inform supply the other thereof and take appropriate action in respect thereof. Each with copies of Parent all correspondence between it or any of its representatives and the Company will use its reasonable efforts SEC with respect to cause any of the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateforegoing filings.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, shall jointly prepare and file with the SEC mutually acceptable proxy materials which shall constitute the "JOINT PROXY STATEMENT/PROSPECTUS," and Parent shall prepare and file the S-4 with the SEC. The Joint Proxy Statement Prospectus will be included in and will constitute part of the S-4 as Parent's prospectus. The S-4 and the Joint Proxy Statement/Prospectus shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of the parties hereto shall use commercially reasonable efforts to cause the S-4 to be declared effective under the Securities Act as promptly as practicable after the date hereof and to keep the S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. Parent or Company, a joint proxy statement as the case may be, shall furnish all information concerning Parent or Company as the other party may reasonably request in connection with such actions and forms the preparation of proxy the S-4 and the Joint Proxy Statement/Prospectus. Each of Parent and Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the vote of filing of, or amendments or supplements to, the Company's stockholders with respect S-4 and/or the Joint Proxy Statement/Prospectus. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Merger Joint Proxy Statement/Prospectus and/or the S-4, Parent or Company, as the case may be, will promptly inform the other of such occurrence and this Agreement cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Parent and/or Company, such amendment or supplement. Each of Parent and Company shall cooperate and provide the votes other (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus and/or the S-4 prior to filing such with the SEC and shall provide each other with a copy of Parent's stockholders all such filings made with respect the SEC. As promptly as practicable after the SEC declares the S-4 effective, each of Parent and Company will cause the Joint Proxy Statement/Prospectus to be mailed to its respective stockholders. Parent shall take all action required under any applicable laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. (b) The Joint Proxy Statement/Prospectus shall include (i) the approval of this Agreement, the Merger and the other transactions contemplated hereby by this Agreement the Board of the Directors of Company and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part recommendation of the Registration StatementBoard of Directors of Company to Company's stockholders that they vote in favor of adoption of this Agreement, subject to the right of the Board of Directors of Company to effect a Change of Recommendation (as defined in Section 5.3(c)), together in compliance with any supplements theretoSection 5.3 and (ii) the approval of this Agreement, in the form mailed to Merger and other transactions contemplated hereby by the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each Board of Directors of Parent and the Company recommendation of the Board of Directors of Parent to Parent's stockholders that they vote in favor of approval of the Share Issuance. (c) No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall use its reasonable efforts to have be made without the Registration Statement approval of Parent and Company, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the S-4 has been declared effective as promptly as practicable. by the SEC or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws Common Stock issuable in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement Merger for offering or sale in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Companyjurisdiction, or their respective officers or directors, should be discovered of any request by such party which should be set forth in an the SEC for amendment or a supplement to the Registration Statement or of the Joint Proxy Statement-Prospectus, such party shall promptly inform /Prospectus or the other thereof S-4 or comments thereon and take appropriate action in respect thereof. Each of Parent and responses thereto or requests by the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateSEC for additional information.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following the date after execution of this Agreement, Parent and the Company shall, in consultation shall cooperate with each otherother regarding, and shall prepare and file with the SEC, a joint proxy statement and forms the Joint Proxy Statement/Prospectus (as amended or supplemented, the “Joint Proxy Statement/Prospectus”) to be sent to the stockholders of proxy the Company in connection with the vote of the Company's stockholders with respect Company Stockholder Meeting and to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares shareholders of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation connection with the CompanyParent Shareholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included). Each of The Company and Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable thereafter. (b) Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective representatives to fully cooperate with the other parties and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other parties with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Parent shall use reasonable efforts to take all actions required under any action required to be taken under applicable federal or state securities or blue sky laws Blue Sky Laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The As promptly as practicable after the Registration Statement becomes effective, Parent and the Company shall furnish cause the Joint Proxy Statement/Prospectus to be mailed to their respective shareholders. (c) The information supplied or to be supplied by either Parent with all information concerning or the Company and for inclusion in the holders Registration Statement shall not at the time the Registration Statement is filed with the SEC or declared effective by the SEC contain any untrue statement of its capital stock and shall take a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party for inclusion or incorporation by reference in the Proxy Statement/ Prospectus/Information Statement to be sent to the shareholders of such other action as Parent may reasonably request party in connection with the Registration Company Stockholder Meeting or the Parent Shareholders Meeting, as the case may be, or to be included or supplied by or on behalf of Parent or the Company, as the case may be, for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, on the date the Proxy Statement/Prospectus/ Information Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders of Parent or the stockholders of the Company, as the case may be, or at the time any Regulation M-A Filing is filed with the SEC or as of the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Merger Shareholders Actions which has become false or misleading. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the issuance rules and regulations thereunder. (d) Without limiting the generality of shares of Parent Common Stock. If at any time the foregoing, prior to the Effective Time (i) the Company and Parent shall notify each other as promptly as practicable upon becoming aware of any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth described in an amendment of, or a supplement to to, the Proxy Statement/Prospectus/ Information Statement or the Registration Statement Statement, and (ii) Parent shall notify the Company as promptly as practicable after the receipt by Parent of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement-Prospectus/Prospectus or the Registration Statement, such party and shall promptly inform supply the other thereof and take appropriate action in respect thereof. Each Company with copies of all correspondence between Parent or any of its Representatives and the SEC with respect to any of the foregoing filings. (e) The Company will use its reasonable efforts and Parent shall make any necessary filing with respect to cause the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder. (f) If applicable, the Company shall also submit to the Company Stockholders for approval in the Joint Proxy Statement-Prospectus /Prospectus, by such number of shares of Company Capital Stock as is required by the terms of Section 280G(b)(5)(B) of the Internal Revenue Code, any payments and/or benefits that may separately or in the aggregate, constitute “parachute payments,” within the meaning of Section 280G(b)(2) of the Internal Revenue Code (“Section 280G Payments”) (which initial determination shall be made by the Company and shall be subject to review and approval by Parent), such that such Section 280G Payments shall not be deemed to be mailed Section 280G Payments, and prior to its stockholders at the earliest practicable dateClosing, the Company shall deliver to Parent certification that (i) a Company stockholder vote was solicited in conformance with Section 280G of the Internal Revenue Code and the requisite stockholder approval was obtained with respect to any Section 280G Payments that were subject to the Company stockholder vote or (ii) the Company stockholder approval of Section 280G Payments was not obtained and as a consequence, any such payments and/or benefits will not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits duly executed by the affected individuals prior to the Company stockholder vote.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent Rio and the Company shall, in consultation with each otherHarrah's shall cooperate, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement Joint Proxy State▇▇▇▇/▇▇▇spectus and the votes of ParentRegistration Statement in which the Joint Proxy Statement/Prospectus will be included as a prospectus, PROVIDED that Harrah's stockholders with respect to may delay the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part filing of the Registration Statement until approval of the J▇▇▇▇ ▇▇▇xy Statement), together with any supplements thereto, in /Prospectus by the form mailed to SEC. Rio and Harrah's will cause the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") /Prospectus and Parent, the Registrati▇▇ ▇▇▇▇▇ment to comply as to form in consultation all material respects with the Companyapplicable provisions of the Securities Act, shall prepare the Exchange Act and file with the SEC the Registration Statementrules and regulations thereunder. Each of Parent Harrah's and the Company Rio shall use its all reasonable efforts to have or cause the ▇▇▇▇▇ Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement declared to become effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with Without limiting the issuance generality of the shares foregoing, each of Parent Common Stock pursuant to this Agreement Rio and Harrah's shall, and shall cause its respective representatives to, fully cooperate w▇▇▇ ▇▇▇ other party and its respective representatives in the Merger. The Company shall preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish Parent the other party with all information concerning it and its affiliates, directors, officers and stockholders as the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement Statement. The Joint Proxy Statement/Prospectus with respect to the Merger shall include the determination and recommendation of the Board of Directors of Rio and the Board of Directors of Harrah's that their respective shareholders vote in favor of the approval and ado▇▇▇▇▇ ▇▇ this Agreement and the Merger. Rio and Harrah's shall use reasonable efforts to take all actions required under any ap▇▇▇▇▇▇▇▇ federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent Harrah's Common Stock pursuant to the Merger. As promptly as practicable after ▇▇▇ ▇▇▇istration Statement with respect to the Merger shall have become effective, Rio and Harrah's shall cause the Joint Proxy Statement/Prospectus with respect to the ▇▇▇▇▇▇ to be mailed to their respective stockholders. (b) Without limiting the generality of the foregoing, (i) Rio and Harrah's shall notify each other as promptly as practicable upon becoming a▇▇▇▇ ▇▇ any event or circumstance which should be described in an amendment of, or supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and (ii) Rio and Harrah's shall each notify the other as promptly as practicable after the receipt by ▇▇ ▇▇ ▇ny written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. (c) The information supplied by Rio for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the holders of Rio Common Stock and the holders of Harrah's Common Stock, (iii) at the time of the Rio Stockholders' Meeting and the H▇▇▇▇▇'▇ Stockholders' Meeting and (iv) at the Effective Time, contain any untrue sta▇▇▇▇▇▇ ▇f a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent, Rio or any Subsidiary of Parent, the Company, if its affiliates or its or their respective officers or directors, and directors should be discovered by such party Rio which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, Rio shall promptly inform Harrah's of such event or circumstance. (d) The information supplied by Harra▇'▇ ▇▇▇ inclusion or incorporation by reference in the Joint ▇▇▇▇▇ Statement/Prospectus and the Registration Statement or shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement-Prospectus/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the holders of Rio Common Stock, such party shall promptly inform (iii) at the other thereof time of the Rio Stockholder's Meeting, and take appropriate action (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in respect thereoflight of the circumstances in which they are made, not misleading. Each of Parent If at any time prior to the Effective Time any event or circumstance relating to Harrah's or any if its affiliates or its or their respective officers and direct▇▇▇ ▇▇▇uld be discovered by Harrah's which should be set forth in an amendment to the Company will use its reasonable efforts Registration State▇▇▇▇ ▇▇ a supplement to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable date/Prospectus, Harrah's shall promptly inform Rio of such event or circumstance.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC a preliminary proxy statement which shall constitute the Registration Joint Proxy Statement/Prospectus, together with any other documents required by the Securities Act or the Exchange Act, in connection with the Transactions. Each The Joint Proxy Statement/Prospectus shall constitute (i) the proxy statement of the Company with respect to the Company Shareholders' Meeting, (ii) the proxy statement of Parent with respect to the Parent Stockholders' Meeting and, (iii) the prospectus to be contained in the Form S-4 with respect to the issuance by (A) Dutchco of the Parent Common Shares and (B) the Continuing Corporation of the Exchangeable Shares, Units and Class B Shares in connection with the Transactions. As promptly as practicable after comments (if any) are received from the SEC thereon and after the furnishing by Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to take any action of all information required to be taken under state securities or blue sky laws in connection with the issuance of the shares of contained therein, Parent Common Stock pursuant to this Agreement in the Merger. The and Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-/Prospectus to be mailed to its stockholders at each of the earliest practicable date.Company's Shareholders and each of Parent's Stockholders. The Joint Proxy Statement/Prospectus shall (i) include the unanimous recommendation of the non-interested Board of Directors of the Company in favor of the Transactions, except that the Board of Directors of the Company may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so, and (ii) the unanimous recommendation of the Board of Directors of Parent in favor of the Parent Stock Issuance, except that the Board of Directors of Parent may withdraw, modify or refrain from making such recommendation to the extent that the Board determines, in good faith, after consultation with outside legal counsel, that compliance with the Board's fiduciary duties under applicable law would require it to do so. Parent shall file a A-23

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following practical after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent Acquiror and the Company shall jointly prepare the Registration Statement, which shall include the Joint Proxy Statement/Prospectus, and Acquiror shall file the Registration Statement with the SEC. Acquiror shall respond to any comments of the SEC and shall use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable. Parent practicable after such filing and Acquiror and the Company shall also use its reasonable best efforts to take any action required cause the Joint Proxy Statement/Prospectus to be taken mailed to their respective securityholders at the earliest practicable time after the Registration Statement is declared effective under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the MergerSecurities Act. The Company shall furnish Parent with cooperate with, and use all information concerning the Company and the holders of reasonable efforts to assist, Acquiror in its capital stock and shall take such other action as Parent may reasonably request in connection with efforts to have the Registration Statement and declared effective under the issuance of shares of Parent Common StockSecurities Act as promptly as practical after the filing therewith with the SEC. If at any time prior to the Effective Time Whenever any event occurs with respect to Acquiror or circumstance relating the Company that is required to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, the Registration Statement or any filing pursuant to Section 7.4(b), Acquiror or the Joint Proxy Statement-ProspectusCompany, such party as the case may be, shall promptly inform the other thereof such party of such occurrence and take appropriate action cooperate in respect thereof. Each filing or assisting in filing with the SEC or its staff or any other Governmental Authority or government officials, or mailing or assisting in preparing and mailing to securityholders of Parent Acquiror and the Company, such amendment or supplement. (b) In addition to the filing described in subsection (a) above, each of the Company will use its reasonable efforts and Acquiror shall promptly make any filings with respect to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at Merger required under applicable state securities or “Blue Sky” laws and other applicable laws of any other jurisdiction and the earliest practicable daterules and regulations promulgated thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following practical after the date execution of this Agreement, Parent EFTC and the Company shall, in consultation with each other, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, TBF II shall prepare and file with the SEC a joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") and a registration statement on Form S-4 (the "Registration Statement") in which the Joint Proxy Statement/Prospectus will be included as a prospectus, provided that EFTC and TBF II may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. Each of Parent EFTC and the Company TBF II shall use its all reasonable efforts to have cause the Registration Statement declared to become effective as promptly soon after such filing as practicablepractical. Parent The Joint Proxy Statement/Prospectus shall also use its reasonable best efforts include the recommendation of the Board of Directors of EFTC in favor of adoption of this Agreement and the EFTC Merger. (b) EFTC and TBF II shall make all necessary filings with respect to take any action required to be taken the Merger under the Securities Act, the Exchange Act, applicable state securities or blue sky laws and the rules and regulations thereunder. (c) The information to be supplied by EFTC for inclusion in connection with the issuance of the Registration Statement pursuant to which shares of Parent Common Stock pursuant to this Agreement issued in the MergerMergers will be registered under the Securities Act, shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The Company shall furnish Parent with all information concerning supplied by EFTC for inclusion in the Company and Joint Proxy Statement/Prospectus to be sent to the holders shareholders of its capital stock and shall take such other action as Parent may reasonably request EFTC in connection with the Registration Statement meeting of EFTC's shareholders (the "EFTC Shareholders' Meeting") to consider this Agreement and the issuance Mergers shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders of shares EFTC at the time of Parent Common Stockthe EFTC Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the EFTC Shareholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event or circumstance relating to ParentEFTC or any of its Affiliates (other than ▇▇▇▇▇▇-▇▇▇▇ or any of its Affiliates), any Subsidiary of Parent, the Company, or their respective officers or directors, directors should be discovered by such party EFTC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, EFTC shall promptly inform TBF II. (d) The information to be supplied by TBF II for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by TBF II for inclusion in the Joint Proxy Statement-Prospectus/Prospectus shall not, such party shall promptly inform on the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to cause date the Joint Proxy Statement-/Prospectus to be is first mailed to its stockholders shareholders of EFTC, at the earliest practicable datetime of the EFTC Shareholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the EFTC Shareholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to TBF II or any of its Affiliates, officers or directors should be discovered by TBF II which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, TBF II shall promptly inform EFTC. (e) ▇▇▇▇▇▇ Godward LLP shall provide an opinion addressed to EFTC, dated as of the effective date of the Registration Statement and filed as Exhibit 8.1 thereto, to the effect that (i) the EFTC Merger will be treated as a reorganization described in Section 368(a) of the Code and/or, taken together with the K*TEC Merger, as a transfer of property to Parent described in Section 351 of the Code by holders of TBF II Units and EFTC Common Stock, and (ii) the description in the Joint Proxy Statement/Prospectus of the material federal income tax consequences of the EFTC Merger is correct in all material respects. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to TBF II, shall provide an opinion addressed to TBF II, dated as of the effective date of the Registration Statement and filed as Exhibit 8.2 thereto, to the effect that (i) the K*TEC Merger, taken together with the EFTC Merger, will be treated as a transfer of property to Parent described in Section 351 of the Code by holders of TBF II Units and EFTC Common Stock, and (ii) the description in the Joint Proxy Statement/Prospectus of the material federal income tax consequences of the K*TEC Merger is correct in all material respects. Each of the opinions described herein shall be based on representation letters dated as of the effective date of the Registration Statement and in form and substance acceptable to the rendering counsel and executed by EFTC, TBF, TBF II, TBF III and Parent.

Joint Proxy Statement/Prospectus; Registration Statement. As promptly as practicable following after the date execution of this Agreement, Parent and the Company shalland Parent will prepare a Joint Proxy Statement/Prospectus (the "Proxy Statement"), in consultation with each other, and Parent will prepare and file with the Securities and Exchange Commission (the "SEC, ") a joint proxy statement and forms of proxy Registration Statement on Form S-4 (the "Registration Statement") in connection with which the vote Proxy Statement will be included as a prospectus. Parent will respond to any comments of the Company's stockholders SEC; the Company will cooperate with respect Parent in responding to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (any such joint proxy statement (which shall constitute the prospectus forming a part comments; each of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's Company and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), as promptly as practicablepracticable after its filing, and the Company and Parent will cause the Proxy Statement to be mailed to their respective shareholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. As promptly as practicable after the date of this Agreement, each of the Company and Parent shall also use its reasonable best efforts to take will prepare and file any action other filings required to be taken filed by it under state securities the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), the Securities Act or any other federal, foreign or blue sky or related laws in connection with relating to the issuance of Merger and the shares of Parent Common Stock pursuant to transactions contemplated by this Agreement in (the Merger"Other Filings"). The Company shall furnish Parent with all information concerning Each of the Company and Parent will notify the holders other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Proxy Statement or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its capital stock representatives, on the one hand, and shall take such the SEC, or its staff or any other action as government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement, the Merger or any Other Filing. Each of the Company and Parent may reasonably request in connection will cause all documents that it is responsible for filing with the Registration Statement SEC or other regulatory authorities under this Section 1.5(a) to comply in all material respects with all applicable requirements of law and the issuance rules and regulations promulgated thereunder, including (i) the Exchange Act, (ii) the Securities Act, and (iii) the requirements of shares of Parent Common Stockthe Israeli Companies Law. If at any time prior to the Effective Time Whenever any event or circumstance relating occurs which is required to Parent, any Subsidiary of Parent, the Company, or their respective officers or directors, should be discovered by such party which should be set forth in an amendment or a supplement to the Proxy Statement, the Registration Statement or any Other Filing, the Joint Proxy Statement-ProspectusCompany or Parent, such party shall as the case may be, will promptly inform the other thereof of such occurrence and take appropriate action cooperate in respect thereof. Each filing with the SEC or its staff or any other government officials, and/or mailing to shareholders of Parent and the Company will use its reasonable efforts to cause the Joint Proxy Statement-Prospectus to be mailed to its stockholders at the earliest practicable dateand shareholders of Parent, such amendment or supplement.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent Rio and the Company shall, in consultation with each other▇▇▇▇▇▇'▇ shall cooperate, prepare and file with the SEC, a joint proxy statement and forms of proxy in connection with the vote of the Company's stockholders with respect to the Merger and this Agreement Joint Proxy Statement/Prospectus and the votes of Parent's stockholders with respect to Registration Statement in which the issuance of shares of Parent Common Stock in Joint Proxy Statement/Prospectus will be included as a prospectus, PROVIDED that ▇▇▇▇▇▇'▇ may delay the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part filing of the Registration Statement), together with any supplements thereto, in Statement until approval of the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") /Prospectus by the SEC. Rio and Parent, ▇▇▇▇▇▇'▇ will cause the Joint Proxy Statement/Prospectus and the Registration Statement to comply as to form in consultation all material respects with the Companyapplicable provisions of the Securities Act, shall prepare the Exchange Act and file with the SEC the Registration Statementrules and regulations thereunder. Each of Parent ▇▇▇▇▇▇'▇ and the Company Rio shall use its all reasonable efforts to have or cause the Joint Proxy Statement/Prospectus to be cleared by the SEC and to cause the Registration Statement declared to become effective as promptly as practicable. Parent Without limiting the generality of the foregoing, each of Rio and ▇▇▇▇▇▇'▇ shall, and shall also use cause its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection respective representatives to, fully cooperate with the issuance other party and its respective representatives in the preparation of the shares of Parent Common Stock pursuant to this Agreement in Joint Proxy Statement/Prospectus and the Merger. The Company shall Registration Statement, and shall, upon request, furnish Parent the other party with all information concerning it and its affiliates, directors, officers and stockholders as the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement Statement. The Joint Proxy Statement/Prospectus with respect to the Merger shall include the determination and recommendation of the Board of Directors of Rio and the Board of Directors of ▇▇▇▇▇▇'▇ that their respective shareholders vote in favor of the approval and adoption of this Agreement and the Merger. Rio and ▇▇▇▇▇▇'▇ shall use reasonable efforts to take all actions required under any applicable federal or state securities or Blue Sky Laws in connection with the issuance of shares of Parent ▇▇▇▇▇▇'▇ Common Stock pursuant to the Merger. As promptly as practicable after the Registration Statement with respect to the Merger shall have become effective, Rio and ▇▇▇▇▇▇'▇ shall cause the Joint Proxy Statement/Prospectus with respect to the Merger to be mailed to their respective stockholders. (b) Without limiting the generality of the foregoing, (i) Rio and ▇▇▇▇▇▇'▇ shall notify each other as promptly as practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and (ii) Rio and ▇▇▇▇▇▇'▇ shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. (c) The information supplied by Rio for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and the Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the holders of Rio Common Stock and the holders of ▇▇▇▇▇▇'▇ Common Stock, (iii) at the time of the Rio Stockholders' Meeting and the ▇▇▇▇▇▇'▇ Stockholders' Meeting and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to Parent, Rio or any Subsidiary of Parent, the Company, if its affiliates or its or their respective officers or directors, and directors should be discovered by such party Rio which should be set forth in an amendment to the Registration Statement or a supplement to the Registration Statement Joint Proxy Statement/Prospectus, Rio shall promptly inform ▇▇▇▇▇▇'▇ of such event or circumstance. (d) The information supplied by ▇▇▇▇▇▇'▇ for inclusion or incorporation by reference in the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent /Prospectus and the Company will use its reasonable efforts to cause Registration Statement shall not (i) at the time the Registration Statement is declared effective, (ii) at the time the Joint Proxy Statement-/Prospectus (or any amendment thereof or supplement thereto) is first mailed to the holders of Rio Common Stock, (iii) at the time of the Rio Stockholder's Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state a material fact required to be mailed stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to ▇▇▇▇▇▇'▇ or any if its stockholders at affiliates or its or their respective officers and directors should be discovered by ▇▇▇▇▇▇'▇ which should be set forth in an amendment to the earliest practicable dateRegistration Statement or a supplement to the Joint Proxy Statement/Prospectus, ▇▇▇▇▇▇'▇ shall promptly inform Rio of such event or circumstance.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent and the Company shall, in consultation with each other, and Parent shall prepare and Parent shall file with the SEC, a joint preliminary proxy statement materials which shall constitute the Joint Proxy Statement/Prospectus and, if the parties so agree at the time, the Registration Statement. Parent shall furnish all information concerning Parent required to be contained in the Joint Proxy Statement/Prospectus, and forms the Company shall furnish all information concerning the Company required to be contained in the Joint Proxy Statement/Prospectus. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Parent of proxy all information required to be contained therein, Parent shall file (and the Company shall cooperate with Parent in connection with the vote filing) with the SEC the definitive Joint Proxy Statement/Prospectus and the Registration Statement (or, if the Registration Statement has been previously filed, an amendment thereto) relating to approval of this Agreement by the Company's stockholders with respect as set forth in Section 2.04(b), to the Merger and this Agreement and approval of the votes of Parent Stockholders Meeting Proposals by the Parent's stockholders with respect as provided in Section 3.13(a) and to the issuance payment of shares the Merger Consideration in the form of Parent Common Stock in the Merger pursuant to this Agreement, and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, shall prepare and file with the SEC the Registration Statement. Each of Parent and the Company shall use its all reasonable efforts to have cause the Registration Statement declared effective as promptly as practicableto become effective. Parent shall also use its reasonable best efforts to take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under the applicable state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in connection with the Merger. The Company shall furnish to Parent with all information concerning the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Joint Proxy Statement/Prospectus. The Company and Parent shall notify the holders other promptly upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any other filings or for additional information and will supply the other with copies of all correspondence between such party or any of its capital stock representatives, on the one hand, and shall take such the SEC, or its staff or any other action as government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any other filing. Neither Parent may reasonably request nor the Company will file any amendment or supplement to, or any correspondence to the SEC or its staff with respect to, the Joint Proxy Statement/Prospectus, without providing the other party a reasonable opportunity to review and comment thereon. Parent will advise the Company, promptly after Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto or requests by the issuance of shares of Parent Common StockSEC for additional information. If at any time prior to the Effective Time respective vote of stockholders at the Stockholders Meeting any event or circumstance information relating to the Company or Parent, or any Subsidiary of Parent, the Company, or their respective affiliates, officers or directors, should be discovered by such party the Company or Parent which should be set forth in an amendment or a supplement to either of the Registration Statement or the Joint Proxy Statement-Prospectus/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 party information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement, the Joint Proxy Statement/Prospectus or any other filing, the Company or Parent will promptly inform the other thereof of such occurrence and take appropriate action cooperate in respect thereof. Each filing with the SEC or its staff or any other government officials and/or mailing to stockholders of Company, such amendment or supplement. (b) Parent shall include as an exhibit to the Registration Statement tax opinions of Kramer Levin Naftalis & ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, F▇▇▇▇, ▇arris, Shriver & Jacobson, in f▇▇▇ ▇▇▇ su▇▇▇▇▇▇▇ reasonably satisfactory to Parent and Merger Sub and to the Company, on the basis of customary representations, warranties and covenants of Parent and the Company will use its reasonable efforts to cause and assumptions set forth in such opinions, in compliance with the Joint Proxy Statementprovisions of Item 601(b)(8) of Regulation S-Prospectus to be mailed to its stockholders at the earliest practicable date.K.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following the date after execution of this Agreement, Parent and the Company shall, in consultation shall cooperate with each otherother regarding, and shall prepare and file with the SEC, a joint proxy statement and forms the Joint Proxy Statement/Prospectus (as amended or supplemented, the “Joint Proxy Statement/Prospectus”) to be sent to the shareholders of proxy the Company in connection with the vote of the Company's stockholders with respect Company Shareholders Meeting and to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares shareholders of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statement), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation connection with the CompanyParent Shareholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included). Each of The Company and Parent and the Company shall use its reasonable efforts to have the Registration Statement declared effective as promptly as practicable. Parent shall also use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable thereafter. (b) Without limiting the generality of the foregoing, each of the Company and Parent shall cause its respective representatives to fully cooperate with the other parties and its respective representatives in the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement, and shall, upon request, furnish the other parties with all information concerning it and its Affiliates as the other may deem reasonably necessary or advisable in connection with the preparation of the Joint Proxy Statement/Prospectus and the Registration Statement. Parent or Nanometrics Delaware, as appropriate, shall use reasonable efforts to take all actions required under any action required to be taken under applicable federal or state securities or blue sky laws Blue Sky Laws in connection with the issuance of the shares of Nanometrics Delaware Parent Common Stock pursuant to this Agreement in the Acquisition Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action As promptly as Parent may reasonably request in connection with practicable after the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parentbecomes effective, any Subsidiary of Parent, the Company, or their respective 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 the Joint Proxy Statement-Prospectus, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company will use its reasonable efforts to shall cause the Joint Proxy Statement-/Prospectus to be mailed to its stockholders their respective shareholders. (c) The information supplied or to be supplied by either Parent or the Company for inclusion in the Registration Statement shall not at the earliest time the Registration Statement is filed with the SEC or declared effective by the SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by either party for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus to be sent to the shareholders of such party in connection with the respective Merger Shareholders Meeting, or to be included or supplied by or on behalf of either Parent or the Company for inclusion in any filing pursuant to Rule 165 and Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act (each, a “Regulation M-A Filing”) shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Company Shareholders Meeting or at the time any Regulation M-A Filing is filed with the SEC or as of the Acquisition Merger Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Merger Shareholders Meeting which has become false or misleading. The Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. (d) Without limiting the generality of the foregoing, prior to the Acquisition Merger Effective Time (i) the Company and Parent shall notify each other as promptly as practicable dateupon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Joint Proxy Statement/Prospectus or the Registration Statement, and (ii) the Company and Parent (or Nanometrics Delaware as the case may be) shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, the Joint Proxy Statement/Prospectus or the Registration Statement, and shall promptly supply the other with copies of all correspondence between it or any of its Representatives and the SEC with respect to any of the foregoing filings. (e) The Company and Parent shall make any necessary filing with respect to the Acquisition Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder.

Joint Proxy Statement/Prospectus; Registration Statement. (a) As promptly as practicable following after the date execution of this Agreement, Parent Company and the Company shall, in consultation with each other, Partner shall prepare and file with the SEC, a joint proxy statement SEC the Joint Proxy Statement (it being understood and forms of proxy in connection with agreed that both parties will use their reasonable best efforts to accomplish this preparation and filing within three (3) weeks after the vote of the Company's stockholders with respect to the Merger and this Agreement and the votes of Parent's stockholders with respect to the issuance of shares of Parent Common Stock in the Merger and the other transactions contemplated by this Agreement and the Charter Amendment (such joint proxy statement (which shall constitute the prospectus forming a part of the Registration Statementdate hereof), together with any supplements thereto, in the form mailed to the Company's and Parent's respective stockholders, is herein called the "Joint Proxy Statement-Prospectus") and Parent, in consultation with the Company, Partner shall prepare and file with the SEC the Registration Statement, in which the Joint Proxy Statement will be included as a prospectus, provided that Partner may delay the filing of the Registration Statement until approval of the Joint Proxy Statement by the SEC. Each of Parent Partner and the Company shall use its their reasonable best efforts to have respond to the comments of the SEC in connection with the Joint Proxy Statement and the Registration Statement, to furnish all information required to prepare the Joint Proxy Statement and the Registration Statement declared and to cause the Registration Statement to become effective as promptly soon after such filing as practicable. Parent shall also Company will use its reasonable best efforts to take any action required to be taken under state securities or blue sky laws in connection with the issuance of the shares of Parent Common Stock pursuant to this Agreement in the Merger. The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock and shall take such other action as Parent may reasonably request in connection with the Registration Statement and the issuance of shares of Parent Common Stock. If at any time prior to the Effective Time any event or circumstance relating to Parent, any Subsidiary of Parent, the Company, or their respective 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 cause the Joint Proxy Statement-ProspectusStatement to be mailed to Company's stockholders, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of Parent and the Company Partner will use its reasonable best efforts to cause the Joint Proxy Statement-Prospectus Statement to be mailed to Partner's stockholders, in each case as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Joint Proxy Statement shall include the recommendation of the Board of Directors of Company in favor of this Agreement and the Merger and of the Board of Directors of Partner (which original recommendation shall not be withdrawn or modified in a manner adverse to Company) in favor of the issuance of Partner Shares pursuant to the Merger and the amendment of Partner's certificate of incorporation to increase its authorized capitalization; provided, however, that the Board of Directors of Company may withdraw such recommendation under the circumstances described in Section 6.01. (b) Partner and Company shall make all necessary filings with respect to the Merger under the Securities Act, the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder. (c) Notwithstanding anything to the contrary in this Agreement, no party hereto shall be prohibited from making factual disclosures to such party's stockholders at to the earliest practicable dateextent such party is required to do so by applicable law.