Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. (a) Dex and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement 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, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.

Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, La Jolla and Newco Adamis shall prepare drafts jointly prepare, and La Jolla shall file, a joint registration statement and proxy statement on Form S-4 consisting of a proxy statement of Adamis in connection with the Merger, a proxy statement of La Jolla in connection with the Proposals (the “Proxy Statement”) and the Registration Statement to register under the Securities Act the issuance of shares of La Jolla Common Stock in connection with the Merger. The Proxy Statement shall, among other things, include the La Jolla Board Recommendation and (i) solicit the approval of and include the recommendation of the Joint Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the Merger, (ii) solicit the approval of and include the recommendation of the Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the La Jolla Charter Amendment; and (iii) solicit the approval of and include the recommendation of the Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the La Jolla Name Change Amendment; and (iv) solicit the approval of and include the recommendation of the Board of Directors of La Jolla to La Jolla’s stockholders that they vote in favor of the Plan Amendment. Adamis shall promptly furnish to La Jolla all information concerning Adamis and its Subsidiaries, and shall use its commercially reasonable efforts to cause to be finished all information with respect to its stockholders, that is required to be disclosed in the Registration Statement and the Proxy Statement. All information in the Registration Statement and Proxy Statement concerning Adamis shall be subject to the prior review and approval of Adamis. (b) La Jolla and Adamis shall use reasonable efforts to cause the Proxy Statement and Form S-4 and Dex, Newco and SuperMedia La Jolla shall cooperate use reasonable efforts to cause the Joint Registration Statement to comply with the applicable rules and regulations promulgated by the SEC, and shall respond promptly to any comments of the SEC or its staff and shall use reasonable best efforts to resolve any comments of SEC on the Proxy Statement or the Registration Statement as promptly as reasonably practicable. La Jolla and Adamis shall each use commercially reasonable efforts to cause the definitive Proxy Statement and Form S-4 Registration Statement to be filed mailed to their stockholders as promptly as practicable after review by the SEC has been completed. La Jolla shall notify Adamis 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 Proxy Statement or Registration Statement and shall supply Adamis with copies of all correspondence between La Jolla 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 Proxy Statement and the Registration Statement. SuperMedia Both Parties and their respective counsel shall have be given a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 Registration Statement and related materials, any proposed amendment or supplement to the Proxy Statement or Registration Statement and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement 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, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable response to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 other correspondence before its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as or dissemination to form La Jolla’s stockholders or Adamis’s stockholders, and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and such materials shall be mutually satisfactory before filing or dissemination. Whenever any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact event occurs which is required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or Registration Statement, Adamis or La Jolla, as the Form S-4case may be, 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 notify inform the other parties of such occurrence and an appropriate cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of La Jolla or Adamis, such amendment or supplement describing that as promptly as possible. Without limiting the foregoing, each of the parties shall promptly provide the other party with corrections to any information provided by it for use in the Proxy Statement and Registration Statement, if and to the extent any such information shall be promptly filed with or have become false or misleading in any material respect, and La Jolla shall take all reasonable steps necessary to correct the SEC andsame and to cause the Proxy Statement and Registration Statement as so corrected to be disseminated to La Jolla’s stockholders and Adamis’s stockholders, in each case to the extent required by applicable law or regulation, disseminated to otherwise deemed appropriate by the stockholders of SuperMedia and Dexparties. (ec) No amendment or supplement Before the Effective Time, La Jolla shall use reasonable best efforts to have the Joint Proxy Registration Statement or declared effective under the Form S-4 will Securities Act as promptly as practicable after filing, and commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the La Jolla Common Stock to be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference issued in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement Merger will (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (irequired) a Change in SuperMedia Recommendation, (ii) a statement be registered or qualified or exempt from registration or qualification under the securities law of every state of the reasons of United States (or such fewer states as the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, Parties may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4mutually agree).

Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, JSC and Newco Stone shall prepare drafts of and file with the Joint SEC the Proxy Statement, and JSC shall prepare and file with the SEC the Registration Statement (in which the Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to will be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheldincluded). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement JSC and the Form S-4. SuperMedia, Dex and Newco Stone shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon after such filing as practicable after practicable. The Proxy Statement shall include the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights recommendation of the Board of Directors of SuperMedia Stone in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating Merger and the amendments to the SuperMedia Financial Advisors and Stone certificate of incorporation contemplated by Section 1.02 hereof, except to the Dex Financial Advisor (including, if requested, extent the amount Board of fees each Directors of Stone shall have withdrawn or modified its approval or recommendation of this Agreement or the SuperMedia Financial Advisors and Merger or the Dex Financial Advisor will receive upon consummation amendments to the Stone certificate of the Mergersincorporation contemplated hereby as permitted by Section 6.01(b), and the conditions for recommendation of the payment Board of such fees) Directors of JSC in favor of approval of the issuance of JSC Common Stock in the Merger and the amendments to the opinions referred JSC certificate of incorporation contemplated by Section 1.04(a) hereof, except to the extent the Board of Directors of JSC shall have withdrawn or modified its approval or recommendation of the issuance of shares of JSC Common Stock in Sections 3.18 and 4.19the Merger or the amendments to the JSC certificate of incorporation contemplated hereby as permitted by Section 6.01(b). Each of SuperMedia, Newco and Dex JSC shall use its reasonable best efforts to ensure that cause the Form S-4 and the Joint Proxy Statement comply to be mailed to its stockholders, and Stone shall use best efforts to cause the Proxy Statement to be mailed to its stockholders, in each case as to form in all material respects with promptly as practicable after the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectivelyRegistration Statement becomes effective. (b) SuperMedia, Newco JSC and Dex Stone shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities Act and the Exchange Act and applicable state “blue sky” sky laws and the rules and regulations thereunder. (c) SuperMedia. No filing of, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by or amendment or supplement to, the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 Registration Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia JSC without providing Stone the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect opportunity to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; review and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoingcomment thereon. Each Party JSC will advise the other PartiesStone, promptly after it receives notice thereof, of the time when the Form S-4 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 Dex the JSC Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to JSC or Stone, or any of their respective affiliates, officers or directors, should be discovered by JSC or Stone which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other 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 JSC and Stone.

Proxy Statement; Registration Statement. (ai) Dex Acquiror will advise the Companies and Newco shall prepare drafts the Holder Representatives, promptly after any request by the SEC for the amendment or supplement of the Joint Acquiror Extension Proxy Statement or for additional information. The Companies, the Holder Representatives and Form S-4 and Dex, Newco and SuperMedia their respective counsel shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have given a reasonable opportunity to review and comment upon on any amendment or supplement to the Joint Acquiror Extension Proxy Statement and Form S-4 and any amendments theretofiling, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing notice or application in connection therewith (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c)collectively, the Joint “Acquiror Extension Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees Materials”) each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of time before any such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects document is filed with the rules SEC, Acquiror shall give reasonable and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable good faith consideration to any comments made by the SEC with respect Companies, the Holder Representatives and their respective counsel and shall include in any such Acquiror Extension Proxy Materials all comments reasonably proposed by any Company, any Holder Representative or any of their respective counsel and Acquiror shall not file or mail any such Acquiror Extension Proxy materials prior to receiving the Joint Proxy Statement prior written approval of Panavision, SIM, the Panavision Holder Representative and the Form S-4 SIM Holder Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the Acquiror may file and any documents mail the Acquiror Extension Proxy Materials that are substantially in the form filed by Acquiror with the SEC on August 30, 2018 without providing the Companies, the Holder Representatives and their respective counsel opportunity to comment or filings incorporated by reference therein)approve such filing and mailing. Each of SuperMedia, Newco and Dex Acquiror shall (A) provide the other Parties Companies, the Holder Representatives and their respective counsel with (ix) any written comments or other communications, whether written or oral, information regarding material oral communications that such Party Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Acquiror Extension Proxy Statement or the Form S-4, as applicable, Acquiror Extension Proxy Materials promptly after receipt of those comments or other communications and (iiy) a reasonable opportunity to participate in the response of Acquiror to those comments. comments and to provide comments on that response (to which reasonable and good faith consideration shall be given and any such comments that are reasonably proposed shall be included in such response), including by participating with Acquiror or its counsel in any discussions or meetings with the SEC, and (B) not, and shall cause its Affiliates (including Sponsor) and its and their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Authority regarding the Acquiror Extension Proxy Statement or any Acquiror Extension Proxy Materials without first consulting with Panavision and the Panavision Holder Representative and providing Panavision and the Panavision Holder Representative the opportunity to participate. (ii) As promptly as practicable after the clearance (which shall include upon expiration date of this Agreement and the availability of the 10financial information to be delivered by the Companies pursuant to Section 8.7(b), Acquiror shall prepare and file with the SEC (A) a proxy statement in connection with the Transactions to be filed as part of the Registration Statement and sent to the Pre-day period after filing Closing Acquiror Holders relating to the Acquiror Shareholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Shareholder Meeting Proxy Statement” and, together with the Acquiror Extension Proxy Statement, collectively, the “Proxy Statements”) and (B) the Registration Statement, in which the Shareholder Meeting Proxy Statement will be included as a prospectus. Acquiror, the Companies, the SIM Sellers and the Holder Representatives agree to use reasonable best efforts to cooperate, and to use reasonable best efforts to cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective Representatives in the event the SEC does not review the Joint Proxy Statement) preparation of the Joint Shareholder Meeting Proxy Statement and Form S-4 the Registration Statement. Each of Acquiror, the Companies, the SIM Sellers and the Holder Representatives shall use its reasonable best efforts to cause the Shareholder Meeting Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Acquiror also agrees to use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, and each of the Companies, the SIM Sellers and the Holder Representatives shall promptly furnish all information concerning any member of the applicable Company Group and any of the Panavision Holders or the SIM Sellers, as applicable, as may be reasonably requested in connection with any such action. Each of Acquiror, the Companies, the SIM Sellers and the Holder Representatives agrees to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary or advisable or as may be reasonably requested, in connection with and for inclusion in the Shareholder Meeting Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Acquiror, the Companies, the SIM Sellers, the Holder Representatives or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Transactions (including any amendment or supplement to the Shareholder Meeting Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). Acquiror will advise the Companies and the Holder Representatives, promptly after Acquiror receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Shareholder Meeting Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. The Companies, the Holder Representatives and their respective counsel shall be given a reasonable opportunity to review and comment on the Shareholder Meeting Proxy Statement, Registration Statement and any Offer Document each time before any such document is filed with the SEC, Acquiror shall give reasonable and good faith consideration to any comments made by the Companies, the Holder Representatives and their respective counsel and shall include in such Registration Statement or other Offer Documents all comments reasonably proposed by any Company, any Holder Representative or any of their respective counsel and Acquiror shall not file or mail any such document prior to receiving the prior written approval of Panavision, SIM, the Panavision Holder Representative and the SIM Holder Representative (such consent not to be unreasonably withheld, conditioned or delayed). Acquiror shall (A) provide the Companies, the Holder Representatives and their respective counsel with (x) any written comments or information regarding material oral communications that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Shareholder Meeting Proxy Statement, the Registration Statement or the Offer Documents promptly after receipt of those comments or other communications and (y) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given and any such comments that are reasonably proposed shall be included in such response), including by participating with Acquiror or its counsel in any event no more than five discussions or meetings with the SEC, and (5B) business days after such clearance)not, each of SuperMedia and Dex shall mail cause its Affiliates (including Sponsor) and its and their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Authority regarding the Joint Shareholder Meeting Proxy Statement, the Registration Statement or any other Offer Documents without first consulting with Panavision and all other proxy materials the Panavision Holder Representative and providing Panavision and the Panavision Holder Representative the opportunity to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesparticipate. (diii) Each of DexAcquiror, Newco the Companies, the SIM Sellers and SuperMedia agrees, as the Holder Representatives shall use commercially reasonable efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to him, her or to be it or any of his, her or its Affiliates, supplied by Dexor on his, Newco her or SuperMedia, as applicable, expressly its behalf for inclusion or incorporation by reference in the Joint (A) either Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing Acquiror Holders, at the time of the SuperMedia Stockholders Acquiror Extension Shareholders’ Meeting and or the Dex Stockholders Acquiror Shareholders’ Meeting, respectivelyas applicable, or (B) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in order light of the circumstances under which they are made, not misleading. (iv) If, at any time prior to the Effective Time, in the case of the Shareholder Meeting Proxy Statement or the Registration Statement or, at any time prior to the Acquiror Extension Shareholders’ Meeting, in the case of the Acquiror Extension Proxy Statement, any information relating to Acquiror, the Companies, the SIM Sellers, the Holder Representatives, any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or the Pre-Closing Company Holders is discovered by any of Acquiror, the Companies or the Holder Representatives and is required to be set forth in an amendment or supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 party that discovers that such information shall promptly notify the other parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 10.1(a), be promptly filed by Acquiror with the SEC and, to the extent required by law or regulationLaw, disseminated to the stockholders of SuperMedia and DexPre-Closing Acquiror Holders. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.

Proxy Statement; Registration Statement. (a) Dex As promptly as reasonably practicable after the date of this Agreement, TDAC and Newco the Company shall prepare drafts jointly prepare, and the Company shall file with the SEC the Registration Statement, in which a preliminary proxy statement in connection with the Mergers to be sent to the Pre-Closing TDAC Holders relating to the TDAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the Joint Proxy Statement approval of the Transaction Proposals will be included as a prospectus. TDAC and Form S-4 the Company shall use commercially reasonable efforts to cooperate, and Dexcause their respective Subsidiaries, Newco as applicable, to reasonably cooperate, with each other and SuperMedia shall cooperate to cause the Joint Proxy Statement their respective representatives, advisers and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for counsels in the preparation of the Joint Proxy Statement and the Form S-4Registration Statement. SuperMedia, Dex TDAC and Newco the Company shall use their commercially reasonable best efforts to cause the Form S-4 Proxy Statement and the Registration Statement to become comply with the rules and regulations promulgated by the SEC, respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation Mergers and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors other transactions contemplated hereby. (b) TDAC and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors Company shall use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and the Dex Financial Advisor will receive upon consummation of approvals required to carry out the Mergers, and the conditions for Company and TDAC shall promptly furnish all information concerning the payment of Company and TDAC respectively as may be reasonably requested in connection with any such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement 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, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunderaction. (c) SuperMedia, Newco Each of TDAC and Dex the Company shall use reasonable best efforts to respond promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and shareholders, as promptly applicable, and such other matters, in each case, as practicable to may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any comments other statement, filing, notice or application made by or on behalf of TDAC and the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Mergers and the other transactions contemplated hereby (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). (d) The Company shall notify TDAC, promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Company Class A Ordinary Shares or other securities of the Company for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. TDAC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Joint Proxy Statement, the Registration Statement or the other Offer Documents and any amendment filed in response thereto. (e) Without limiting the generality of Section 9.04(d), the Company shall initially include in the Proxy Statement and the Form S-4 (Registration Statement the Audited IFRS Financial Statements, together with the auditor’s consents to use such financial statements and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with reports; provided that if (i) any comments or other communications, whether written or oral, that such Party or its counsel may receive from time to time from the Registration Statement is declared effective by the SEC after September 30, 2026 or (ii) requested by the SEC, the Company shall include in the Registration Statement the unaudited consolidated balance sheet and statements of comprehensive income, equity and cash flows of the Company and its staff with respect to the Joint Proxy Statement or the Form S-4Subsidiaries as of and for, as applicable, promptly after receipt of those comments or at least the six months ended June 30, 2026 prepared in accordance with IFRS, together with the auditor’s consents to use such financial statements and reports (the “Interim IFRS Financial Statements”) and any other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 financial statements required by the SEC (to be included in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Registration Statement and/or the Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesStatement. (df) Each of Dex, Newco TDAC and SuperMedia agrees, as the Company shall use commercially reasonable efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to it or to be any of its Affiliates, supplied by Dex, Newco it or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in (i) the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing TDAC Holders, or at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders TDAC Extraordinary General Meeting, respectivelyor (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Second Merger Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein in order or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (g) If, at any time prior to the SuperMedia Second Merger Effective Time, Dex, Newco or SuperMedia discovers any information relating to any PartyTDAC, the Company, or any of their respective Subsidiaries, Affiliates, officers directors or directorsofficers, that should as applicable, or the Company Shareholders is discovered by any of TDAC or the Company and is required to be set forth in an amendment or supplement to either the Joint Proxy Statement or the Form S-4Registration Statement, so that none of those documents the Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, in the light of the circumstances under which they were made, not misleading, the Party that discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 9.04, be promptly filed by the Company with the SEC and, to the extent required by law or regulationApplicable Law, disseminated to the stockholders of SuperMedia and DexPre-Closing TDAC Holders. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.

Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement, (A) SPAC and Newco the Company shall jointly prepare drafts of and SPAC shall file with the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 SEC a proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (B) SPAC and the Company shall have a reasonable opportunity to review jointly prepare and comment upon the Joint Company shall file with the SEC the Registration Statement, in which the Proxy Statement and Form S-4 and any amendments theretowill be included as a prospectus (the “Proxy Statement/Prospectus”), none in connection with the registration under the Securities Act of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld)the Registrable Securities. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement SPAC and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, when filed with the SEC, to become comply in all material respects with all applicable Laws, the applicable requirements of the Securities Act and Exchange Act and rules and regulations promulgated by the SEC, to respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement/Prospectus, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, effective as long as is necessary to consummate the MergersTransactions. Subject Prior to and without limiting the rights effective date of the Board of Directors of SuperMedia and Dex pursuant Registration Statement, each Party also agrees to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Form S-4 Transactions, and each Party shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the Joint Proxy Statement comply Company agrees to furnish to the other Party and its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders and other equityholders and information regarding such other matters as to form may be reasonably necessary or advisable or as may be reasonably requested in all material respects connection with the rules and regulations promulgated by the SEC under the Securities Act Registration Statement and the Proxy Statement/Prospectus, including a current report on Form 8-K pursuant to the Exchange ActAct in connection with the Transactions, respectively. or any other statement, filing, notice or application made by or on behalf of SPAC, the Company or their respective Affiliates to any regulatory authority (bincluding the Stock Exchange) SuperMedia, Newco and Dex shall make all necessary filings in connection with respect to the Mergers and the transactions contemplated hereby Transactions (the “Transaction Filings”). As promptly as practicable after the Registration Statement is declared effective under the Securities Act and Act, SPAC shall mail the Exchange Act and applicable state “blue sky” laws and Proxy Statement/Prospectus to the rules and regulations thereunderSPAC Shareholders. (cii) SuperMediaAny filing of, Newco or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be mutually prepared and Dex agreed upon by the Parties. The Company will promptly advise SPAC of the time when the Company has filed the preliminary Registration Statement, the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of the SEC’s determination whether to review the Registration Statement, in the event the preliminary Registration Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. SPAC and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall use be given a reasonable best efforts opportunity to respond as promptly as practicable review and comment on the Registration Statement and any amendment or supplement thereto, and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. The Company, on the Joint Proxy Statement one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (iA) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement Statement/Prospectus or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (iiB) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC. (or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Second Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement/Prospectus, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, in light of the circumstances under which they were made, not misleading, the Party that discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that and/or correcting such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders. (eiv) No amendment All documents that the Company or supplement to SPAC is responsible for filing with the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable SEC in connection with the Mergers for offering or sale Transactions shall comply as to form and substance in any jurisdiction, or any request by all material respects with the SEC for amendment applicable requirements of the Joint Proxy Statement or Securities Act and the Form S-4rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the date hereof, Parent shall prepare drafts of and file the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia Each of Parent and the Company shall have furnish all information as may be reasonably requested by the other in connection with any such the preparation and filing of the Proxy Statement and Registration Statement. No filing of, or amendment or supplement to, the Registration Statement or Proxy Statement will be made by Parent without providing the Company a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld)thereon. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco Parent shall use their commercially reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to Section 7.03(b) and without limiting (c) above, the rights Proxy Statement shall include the recommendation of the Board of Directors of SuperMedia Parent in favor of approval and Dex pursuant adoption of this Agreement and the Merger and the Amendment to Section 6.12(c), the Joint Articles as well as any other proposals required to be approved with respect thereto by the rules of The NASDAQ Stock Market LLC. Parent shall use reasonable efforts to cause the Proxy Statement to be mailed to its shareholders as promptly as practicable after the Registration Statement becomes effective. Parent shall include promptly provide copies, consult with the SuperMedia Recommendation Company and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Dex RecommendationRegistration Statement and advise the Company of any oral comments received from the SEC. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Parent shall use its commercially reasonable best efforts to ensure that the Form S-4 Registration Statement and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively. (b) SuperMedia, Newco and Dex Parent shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Parent will advise the other PartiesCompany, promptly after it receives notice thereof, of the time when the Form S-4 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 Dex Common the Parent Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to the Effective Time, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors should be discovered by the Company or Parent that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement so that 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 hereto that discovers such 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 shareholders of Parent.

Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement and Newco shall prepare drafts receipt by SPAC of the Joint Proxy Statement Additional Financial Statements, (x) SPAC and Form S-4 the Company shall jointly prepare and Dex, Newco and SuperMedia SPAC shall cooperate to cause file with the Joint Proxy Statement and Form S-4 SEC a proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) SPAC and the Company shall have a reasonable opportunity to review jointly prepare and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement and Form S-4 and any amendments theretowill be included as a prospectus (the “Proxy Statement/Prospectus”), none in connection with the registration under the Securities Act of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld)the Registrable Securities. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement SPAC and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, to become comply with the applicable requirements of the Securities Act and Exchange Act and rules and regulations promulgated by the SEC, to respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration Statement, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex RecommendationTransactions. The Joint Proxy Statement shall Company also include agrees to use its reasonable best efforts to obtain all material disclosure relating necessary state Securities Laws or “blue sky” permits and approvals required to carry out the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the MergersTransactions, and the conditions for the payment of SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such fees) and to the opinions referred to in Sections 3.18 and 4.19action. Each of SuperMediaSPAC and the Company agrees to furnish to the other Party and its Representatives all information concerning itself, Newco its Subsidiaries, officers, directors, managers, shareholders, and Dex other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, a current report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of SPAC or the Company to the SEC or the Nasdaq in connection with the Merger and the Transactions (the “Transaction Filings”). As promptly as practicable after finalization and effectiveness of the Proxy Statement/Prospectus, SPAC shall (and shall use commercially reasonable efforts to do so within five (5) Business Days of such finalization and effectiveness) mail the Proxy Statement/Prospectus to the SPAC Shareholders. (ii) The Company will promptly advise SPAC of the time when the Company has filed the preliminary Registration Statement, the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction (it being understood that the Company shall use its reasonable best efforts to ensure that have any such stop order or suspension lifted, reversed or otherwise terminated), of the Form S-4 and initiation or written threat of any proceeding for any such purpose, or of the Joint Proxy SEC’s determination whether to review the Registration Statement, in the event the preliminary Registration Statement comply as to form in all material respects with is reviewed by the rules and regulations promulgated SEC, receipt of oral or written notification of the completion of the review by the SEC, or of any request by the SEC under for the Securities Act amendment or supplement of the Registration Statement or for additional information. SPAC and its counsel, on the one hand, and the Exchange ActCompany and its counsel, respectively. (b) SuperMediaon the other hand, Newco shall be given a reasonable opportunity to review and Dex shall make all necessary filings comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with respect to the Mergers SEC, and the transactions contemplated hereby under the Securities Act other Party shall give reasonable and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable good faith consideration to any comments made by SPAC and its counsel or the SEC with respect to Company and its counsel, as applicable. The Company, on the Joint Proxy Statement one hand, and SPAC, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party SPAC or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of SPAC or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with SPAC or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC. (or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsSPAC, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexSPAC Shareholders. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.

Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, Comcast and Newco MediaOne shall prepare drafts of and file the Joint Proxy Statement with the SEC, and Form S-4 Comcast shall prepare and Dex, Newco and SuperMedia shall cooperate to cause file the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review Comcast and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco MediaOne shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting The Proxy Statement shall include the rights recommendation of the Board of Directors of SuperMedia MediaOne in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating Merger, except to the SuperMedia Financial Advisors and extent the Dex Financial Advisor (including, if requested, the amount Board of fees each Directors of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation MediaOne shall have withdrawn or modified its approval or recommendation of the Mergersthis Agreement as permitted by Section 6.02(b), and the conditions for recommendation of the payment Board of such fees) and Directors of Comcast in favor of approval of the issuance of Comcast Common Stock in the Merger and, if necessary, the amendment to the opinions referred to in Sections 3.18 and 4.19Comcast articles of incorporation contemplated by Section 2.03 hereof. Each of SuperMedia, Newco and Dex Comcast shall use its reasonable best efforts to ensure that cause the Form S-4 Proxy Statement to be mailed to its stockholders, and MediaOne shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, in each case as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Joint Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively. (b) SuperMedia, Newco Comcast and Dex MediaOne shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” sky laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party party will advise the other Partiesother, promptly after it receives notice thereof, of the time when the Form S-4 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 Dex the Comcast Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both parties hereto, which approval shall not be unreasonably withheld or delayed. If at any time prior to the Effective Time, any information relating to Comcast or MediaOne, or any of their respective Affiliates, officers or directors, should be discovered by Comcast or MediaOne that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other 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 Comcast and MediaOne.

Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, Cellegy, in cooperation with Adamis, shall prepare drafts and file with the SEC the Registration Statement, which may include the Proxy Statement, to register under the Securities Act the issuance and resale (to the extent permitted by the SEC) of shares of Cellegy Common Stock in connection with the Merger. The Proxy Statement shall, among other things, include the Cellegy Board Recommendation and (i) solicit the approval of and include the recommendation of the Joint Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Merger, (iii) solicit the approval of and include the recommendation of the Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Cellegy Charter Amendment; and (iv) solicit the approval of and include the recommendation of the Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Cellegy Name Change Amendment; and (v) solicit the approval of and include the recommendation of the Board of Directors of Cellegy to Cellegy’s stockholders that they vote in favor of the Plan Amendment. Adamis shall promptly furnish to Cellegy all information concerning Adamis and its Subsidiaries, and shall use its commercially reasonable efforts to cause to be finished all information with respect to its stockholders, that is required to be disclosed in the Registration Statement and the Proxy Statement. (b) Cellegy shall use all reasonable efforts to cause the Proxy Statement and Form S-4 the Registration Statement to comply with the applicable rules and Dexregulations promulgated by the SEC, Newco and SuperMedia shall cooperate respond promptly to any comments of the SEC or its staff and shall use its reasonable best efforts to resolve any comments of SEC on the Proxy Statement or the Registration Statement as promptly as reasonably practicable. Cellegy shall use its commercially reasonable efforts to cause the Joint definitive Proxy Statement to be mailed to Cellegy’s stockholders and the Registration Statement to be delivered to the stockholders of Adamis as promptly as practicable after review by the SEC has been completed. Cellegy shall notify Adamis 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 Proxy Statement or Registration Statement and shall supply Adamis with copies of all correspondence between Cellegy 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 Proxy Statement and Form S-4 to the Registration Statement. Adamis and its counsel shall be filed with the SEC. SuperMedia shall have given a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 Registration Statement and related materials, any proposed amendment or supplement to the Proxy Statement or Registration Statement and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement 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, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable response to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 other correspondence before its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as or dissemination to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Cellegy’s stockholders or Adamis’ stockholders. Whenever any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact event occurs which is required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or Registration Statement, Adamis or Cellegy, as the Form S-4case may be, 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 notify inform the other parties of such occurrence and an appropriate cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of Cellegy or Adamis, such amendment or supplement describing that as promptly as possible. Without limiting the foregoing, each of the parties shall promptly provide the other party with corrections to any information provided by it for use in the Proxy Statement and Registration Statement, if and to the extent any such information shall be promptly filed with or have become false or misleading in any material respect, and Cellegy shall take all reasonable steps necessary to correct the SEC andsame and to cause the Proxy Statement and Registration Statement as so corrected to be disseminated to Cellegy’s stockholders and Adamis’ stockholders, in each case to the extent required by applicable law or regulation, disseminated to otherwise deemed appropriate by the stockholders of SuperMedia and Dexparties. (ec) No amendment or supplement Before the Effective Time, Cellegy shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after filing, and to obtain all regulatory approvals needed to ensure that the Cellegy Common Stock to be issued and registered for resale in the Merger will (to the Joint Proxy Statement extent required) be registered or qualified or exempt from registration or qualification under the Form S-4 will be made by Dex, Newco or SuperMedia without the approval securities law of every state of the other PartiesUnited States in which any registered holder of Adamis Capital Stock has an address of record; provided, which approval however, that Cellegy shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains required (i) to qualify to do business as a Change foreign corporation in SuperMedia Recommendation, any jurisdiction in which it is not now qualified or (ii) to file a statement general consent to service of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale process in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4.

Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable following the execution and Newco delivery of this Agreement, (x) Acquiror and the Company shall, in accordance with this Section 9.02(a), jointly prepare and Acquiror shall prepare drafts of file with the Joint Proxy Statement and Form S-4 and DexSEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement/prospectus to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the Acquiror Stockholders relating to the Special Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) Acquiror shall have a prepare (with the Company’s reasonable opportunity cooperation (including causing its Subsidiaries and Representatives to review cooperate)) and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of (A) the shares of Acquiror Common Stock that constitute the Closing Share Consideration and Form S-4 and any amendments thereto(B) the shares of Acquiror Common Stock that are subject to Acquiror Options (collectively, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheldthe “Registration Statement Securities”). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Acquiror and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Proxy Statement/Registration Statement to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersTransactions. Subject Acquiror also agrees to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that obtain all necessary state Securities Law or “Blue Sky” Permits required to carry out the Form S-4 Transactions, and the Joint Proxy Statement comply Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each of Acquiror and the Company agrees to form furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in all material respects connection with the Proxy Statement/Registration Statement, any Current Report on Form 8-K pursuant to the Exchange Act that includes the “Form 10” information required under applicable SEC rules and regulations promulgated in connection with the Mergers and the other transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the SEC Company or their respective Subsidiaries to any regulatory authority (including NYSE) in connection with the Mergers and the other Transactions (collectively, the “Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the Acquiror Stockholders as of the record date for determining the Acquiror Stockholders entitled to notice of the Special Meeting promptly after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is cleared of any comments under the Exchange Act, respectively. (bii) SuperMediaTo the extent not prohibited by Law, Newco Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, the Company and Dex its counsel shall make all necessary filings be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any other Offer Document each time before any such document is filed with respect to the Mergers SEC, and the transactions contemplated hereby under the Securities Act Acquiror shall give reasonable and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable good faith consideration to any comments made by the SEC with respect to Company and its counsel. To the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated extent not prohibited by reference therein). Each of SuperMediaLaw, Newco and Dex Acquiror shall provide the other Parties Company and their respective its counsel with (iA) any comments or other communications, whether written or oral, that such Party Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement/Registration Statement or the Form S-4, as applicable, other Offer Documents promptly after receipt of those comments or other communications and (iiB) a reasonable opportunity to participate in the response of Acquiror to those comments. As promptly as practicable after comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, if practicable, by participating with the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (Company or its counsel in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail discussions or meetings with the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesSEC. (diii) Each of Dex, Newco Acquiror and SuperMedia agrees, as the Company shall use its reasonable best efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied by it or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in (A) the Joint Proxy StatementRegistration Statement will, Form S-4, or any other documents filed or to be at the time the Registration Statement is filed with the SEC in connection with the transactions contemplated herebySEC, will, as of at each time at which it is amended or supplemented or at the time such documents it (or any post-effective amendment thereof or supplement theretosupplement) are mailed to becomes effective under the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectivelySecurities Act, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the Proxy Statement will, at the time it is first mailed to the Acquiror Stockholders or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, . (iv) If at any time prior to the SuperMedia First Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directors, Acquiror that should is required or is otherwise reasonably desirable to be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4Registration Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact required to be stated therein (in the case of the Registration Statement) or necessary to make the statements in any such documenttherein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that party which discovers that such information shall promptly notify the other parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationLaw, disseminated to the stockholders of SuperMedia and DexAcquiror Stockholders. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.

Proxy Statement; Registration Statement. (a) Dex and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement 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, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not Table of Contents review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.. Table of Contents

Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, UCU and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia Company shall cooperate to cause the Joint Proxy Statement in preparing and Form S-4 to be filed filing with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon SEC the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4Registration Statement (in which the Proxy Statement will be included). SuperMedia, Dex UCU and Newco the Company shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement UCU shall also include all material disclosure relating take such action as may be reasonably required to cause the SuperMedia Financial Advisors and shares of UCU Common Stock issuable in connection with the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and Merger to the opinions referred be registered or to in Sections 3.18 and 4.19obtain an exemption from registration under applicable state "blue sky" or securities laws. Each of SuperMedia, Newco the Company and Dex UCU shall use its reasonable best efforts to ensure furnish all information concerning itself that is required or customary for inclusion in the Form S-4 Proxy Statement and the Joint Registration Statement. No representation, covenant or agreement contained in this Agreement is made by the Company or UCU with respect to information supplied by the other for inclusion in the Proxy Statement or the Registration Statement. The Company and UCU shall take such actions as may be reasonably required to cause the Proxy Statement and the Registration Statement to 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. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, respectivelyexcept to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 6.01(b). The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, as promptly as practicable after the Registration Statement becomes effective. (b) SuperMedia, Newco UCU and Dex the Company shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities Act and the Exchange Act and applicable state “blue sky” sky laws and the rules and regulations thereunder. (c) SuperMedia. No filing of, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by or amendment or supplement to, the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 Registration Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco UCU or SuperMedia the Company without the approval of providing the other Parties, which approval shall not be unreasonably withheld party the opportunity to review and comment thereon. UCU or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Company will advise the other Partiesparty, promptly after it receives notice thereof, of the time when the Form S-4 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 Dex the UCU Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to UCU or the Company, or any of their respective affiliates, officers or directors, should be discovered by UCU or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and 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 UCU and the Company. (c) The Company shall use best efforts to cause to be delivered to the Company and UCU a letter of PricewaterhouseCoopers LLP dated a date within two (2) business days before the effective date of the Registration Statement and addressed to the Company and UCU, in form and substance reasonably satisfactory to the Company and UCU and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (d) UCU shall use best efforts to cause to be delivered to the Company and UCU a letter of Arthur Andersen LLP dated a date within two (2) business days befo▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇e date of the Registration Statement and addressed to UCU and the Company, in form and substance reasonably satisfactory to UCU and the Company and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (e) It shall be a condition to the mailing of the Proxy Statement to the stockholders of the Company that the Company shall have received an opinion from Salomon Smith Barney Inc., dated the date of the Proxy Statement, ▇▇ ▇▇▇ ▇▇▇▇▇▇ that, as of the date thereof, the Merger Consideration is fair to the holders of Company Common Stock.

Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, UCU and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia Company shall cooperate to cause the Joint Proxy Statement in preparing and Form S-4 to be filed filing with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon SEC the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4Registration Statement (in which the Proxy Statement will be included). SuperMedia, Dex UCU and Newco the Company shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement UCU shall also include all material disclosure relating take such action as may be reasonably required to cause the SuperMedia Financial Advisors and shares of UCU Common Stock issuable in connection with the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and Merger to the opinions referred be registered or to in Sections 3.18 and 4.19obtain an exemption from registration under applicable state "blue sky" or securities laws. Each of SuperMedia, Newco the Company and Dex UCU shall use its reasonable best efforts to ensure furnish all information concerning itself that is required or customary for inclusion in the Form S-4 Proxy Statement and the Joint Registration Statement. No representation, covenant or agreement contained in this Agreement is made by the Company or UCU with respect to information supplied by the other for inclusion in the Proxy Statement or the Registration Statement. The Company and UCU shall take such actions as may be reasonably required to cause the Proxy Statement and the Registration Statement to 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. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, respectivelyexcept to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 6.01(b). The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, as promptly as practicable after the Registration Statement becomes effective. (b) SuperMedia, Newco UCU and Dex the Company shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities Act and the Exchange Act and applicable state “blue sky” sky laws and the rules and regulations thereunder. (c) SuperMedia. No filing of, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by or amendment or supplement to, the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 Registration Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco UCU or SuperMedia the Company without the approval of providing the other Parties, which approval shall not be unreasonably withheld party the opportunity to review and comment thereon. UCU or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party Company will advise the other Partiesparty, promptly after it receives notice thereof, of the time when the Form S-4 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 Dex the UCU Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to UCU or the Company, or any of their respective affiliates, officers or directors, should be discovered by UCU or the Company which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and 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 UCU and the Company. (c) The Company shall use best efforts to cause to be delivered to the Company and UCU a letter of PricewaterhouseCoopers LLP dated a date within two (2) business days before the effective date of the Registration Statement and addressed to the Company and UCU, in form and substance reasonably satisfactory to the Company and UCU and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (d) UCU shall use best efforts to cause to be delivered to the Company and UCU a letter of Arthur Andersen LLP dated a date within two (2) bu▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ore the effective date of the Registration Statement and addressed to UCU and the Company, in form and substance reasonably satisfactory to UCU and the Company and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (e) It shall be a condition to the mailing of the Proxy Statement to the stockholders of the Company that the Company shall have received an opinion from Salomon Smith Barney Inc., dated the date of the Pr▇▇▇ ▇▇▇▇▇▇▇▇▇, to the effect that, as of the date thereof, the Merger Consideration is fair to the holders of Company Common Stock.

Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, Parent with the assistance of Company shall prepare drafts and Parent shall file with the SEC the Proxy Statement/Prospectus relating to the solicitation of proxies from Parent Stockholders to authorize (i) Parent Authorized Stock Increase so as to permit the issuance of Parent Common Stock pursuant to the Merger and (ii) Parent Authorized Name Change. Parent shall prepare and file with the SEC the Form S-4 Registration Statement in which the Proxy Statement shall be included as a prospectus (a) in connection with the registration under the Securities Act of (i) the shares of Parent Common Stock to be issued to Company Stockholders pursuant to the Merger, and (ii) the Parent Common Stock issuable upon exercise of the Joint Proxy Statement options, warrants and Form S-4 exchangeable securities to purchase Company Common Stock which become options, warrants and Dexexchangeable securities to purchase Parent Company Stock by virtue of the Merger, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed (b) in connection with the SEC. SuperMedia shall have a reasonable opportunity registration for resale, subject to review the provisions of Company Lock-Up and comment upon Voting Agreements, of the Joint Proxy Statement and Form S-4 shares of Parent Common Stock issued to the Principal Stockholders and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree other "affiliates" (as referred to such filing (which shall not be unreasonably withheld)in Section 7.11) in the Merger. Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Company and the Form S-4. SuperMedia, Dex and Newco Parent shall use their its reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities Act as soon promptly as practicable after and, prior to the filing thereof and to keep effective date of the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c)Registration Statement, the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex Parent shall use its reasonable best efforts to ensure take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. In the event that Company does not elect to pay the legal costs described in paragraph 14 of the non-binding letter of intent referred to in Section 10.10. This Agreement shall be terminated forthwith which shall be deemed a termination under Article IX. Each of Company and Parent shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Form S-4 Registration Statement and the Joint Proxy Statement 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, respectivelyStatement. (b) SuperMedia, Newco Each of Company and Dex Parent shall make all necessary filings with respect give the other party and its counsel a reasonable opportunity to review and comment on any amendment or supplement to the Mergers Proxy Statement or Form S-4 Registration Statement prior to filing any amendment or supplement with the SEC, and the transactions contemplated hereby under the Securities Act reasonable and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex good faith consideration shall use reasonable best efforts to respond as promptly as practicable be given to any comments made by the SEC with respect to the Joint Proxy Statement other party and the Form S-4 (and any documents or filings incorporated by reference therein)its counsel. Each of SuperMedia, Newco Company and Dex Parent shall (i) promptly provide the other Parties party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party it or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the and Form S-4, as applicable, S-4 Registration Statement promptly after receipt of those comments or other communications and (ii) provide the other party with a reasonable opportunity to participate in the response to those commentscomments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating in any discussions or meetings with the SEC. As promptly as practicable after Neither Company nor Parent shall make any amendment or supplement to the clearance (which shall include upon expiration Proxy Statement or the Form S-4 Registration Statement without the approval of the 10-day period other party (such approval not to be unreasonably withheld or delayed). Each of Company and Parent will advise the other, promptly after filing in the event the SEC does not review the Joint Proxy Statement) it receives notice thereof, of the Joint Proxy Statement and time at which the Form S-4 by Registration Statement has become effective or any supplement or amendment has been filed, of the SEC (issuance of any stop order, of the suspension of the qualification of the shares of Parent Common Stock issuable pursuant to the Merger for offering or sale in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesjurisdiction. (dc) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the The information supplied or to be supplied by Dex, Newco or SuperMediaCompany and Parent, as applicable, expressly for inclusion or incorporation by reference in the Joint Form S-4 Registration Statement and the Proxy StatementStatement shall not, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of (i) at the time such documents the Form S-4 Registration Statement is declared effective, (ii) at the time the Proxy Statement (or any amendment thereof or supplement thereto) are is first mailed to the holders of shares of SuperMedia Common Stock Company Stockholders and Dex Common Stock and Parent Stockholders or (iii) at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Parent Stockholders' Meeting, respectively, contain any untrue statement of a material fact, fact or omit fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco any event or SuperMedia discovers any information circumstance relating to any PartyCompany and its Subsidiaries, in the case of Company, or any to Parent and its Subsidiaries, in the case of Parent, or their respective Affiliates, officers or directors, should be discovered by Company or Parent that should be set forth in an amendment or a supplement to the Joint Form S-4 Registration Statement or Proxy Statement or the Form S-4, so that none any of those such documents would include will not contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements in any such documenttherein, in the light of the circumstances under which they were made, not misleading, the Party that discovers that information Company or Parent, as applicable, shall promptly notify inform the other parties and an appropriate amendment or supplement describing party. All documents that information shall be promptly filed Parent is responsible for filing with the SEC and, in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (d) Each of Company and Parent shall use its reasonable best efforts to cause to be delivered to the extent required by law or regulationother party two letters from their respective independent accountants, disseminated one dated approximately as of the date the Form S-4 Registration Statement is declared effective and one dated approximately as of the Closing Date, each addressed to the stockholders of SuperMedia other party, in form and Dexsubstance reasonably satisfactory to the other party and customary in scope and substance for comfort letters delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act. (e) No amendment or supplement Each of Company and Parent shall use its reasonable best efforts to cause to be delivered to the Joint Proxy Statement or other party consents from their respective independent accountants, dated the date on which the Form S-4 will be made by DexRegistration Statement is declared effective or a date not more than two (2) days prior to such date, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating form reasonably satisfactory to the other Party or its business, financial condition or results of operations; party and provided, further, that SuperMedia, customary in scope and substance for consents delivered by independent public accountants in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 statements on Form S-4 has become effective or any supplement or amendment has been filed, under the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4Securities Act.

Proxy Statement; Registration Statement. (a) Dex As promptly as reasonably practicable after the date of this Agreement, PAQC and Newco the Company shall prepare drafts jointly prepare, and the Company shall file with the SEC the Registration Statement, in which a preliminary proxy statement in connection with the Mergers to be sent to the Pre-Closing PAQC Holders relating to the PAQC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the Joint Proxy Statement approval of the Transaction Proposals will be included as a prospectus. PAQC and Form S-4 the Company shall use commercially reasonable efforts to cooperate, and Dexcause their respective Subsidiaries, Newco as applicable, to reasonably cooperate, with each other and SuperMedia shall cooperate to cause the Joint Proxy Statement their respective representatives, advisers and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for counsels in the preparation of the Joint Proxy Statement and the Form S-4Registration Statement. SuperMedia, Dex PAQC and Newco the Company shall use their commercially reasonable best efforts to cause the Form S-4 Proxy Statement and the Registration Statement to become comply with the rules and regulations promulgated by the SEC, respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation Mergers and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors other transactions contemplated hereby. (b) PAQC and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors Company shall use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and the Dex Financial Advisor will receive upon consummation of approvals required to carry out the Mergers, and the conditions for Company and PAQC shall promptly furnish all information concerning the payment of Company and PAQC respectively as may be reasonably requested in connection with any such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement 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, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunderaction. (c) SuperMedia, Newco Each of PAQC and Dex the Company shall use reasonable best efforts to respond promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and shareholders, as promptly applicable, and such other matters, in each case, as practicable to may be reasonably necessary in connection with and for inclusion in the Proxy Statement, the Registration Statement or any comments other statement, filing, notice or application made by or on behalf of PAQC and the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Mergers and the other transactions contemplated hereby (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). (d) The Company shall notify PAQC, promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Company Class A Ordinary Shares or other securities of the Company for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. PAQC and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Joint Proxy Statement, the Registration Statement or the other Offer Documents and any amendment filed in response thereto. (e) Without limiting the generality of Section 9.04(d), the Company shall initially include in the Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall provide the other Parties and their respective counsel with Registration Statement: (i) any comments or other communicationsthe audited consolidated balance sheets and statements of comprehensive income, whether written or oralequity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, that 2020 and December 31, 2019 prepared in accordance with IFRS, together with the auditor’s consents to use such Party or its counsel may receive from time to time from financial statements and reports (the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4“Audited IFRS Financial Statements”), as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity the unaudited consolidated balance sheet and statements of comprehensive income, equity and cash flows of the Company and its Subsidiaries as of and for the six months ended June 30, 2021 prepared in accordance with IFRS, together with the auditor’s consents to participate use such financial statements and reports (the “Interim IFRS Financial Statements” and, together with the Audited IFRS Financial Statements, the “IFRS Financial Statements”); provided that if (x) the Registration Statement is declared effective by the SEC after March 31, 2022 or (y) requested by the SEC, the Interim IFRS Financial Statements initially included in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 the Registration Statement shall be replaced with the audited consolidated balance sheets and statements of comprehensive income, equity and cash flows of the Company and its Subsidiaries as of and for the year ended December 31, 2021 prepared in accordance with IFRS, together with the auditor’s reports and consents to use such financial statements and reports (the “2021 Audited IFRS Financial Statements”) and any other financial statements required by the SEC (to be included in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Registration Statement and/or the Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiesStatement. (df) Each of Dex, Newco PAQC and SuperMedia agrees, as the Company shall use commercially reasonable efforts to it and its Affiliates, directors, officers, employees, agents or representatives, ensure that none of the information supplied related to it or to be any of its Affiliates, supplied by Dex, Newco it or SuperMedia, as applicable, expressly on its behalf for inclusion or incorporation by reference in (i) the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, Statement will, as of the time such documents (or any amendment thereof or supplement thereto) are date it is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Pre-Closing PAQC Holders, or at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders PAQC Extraordinary General Meeting, respectivelyor (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Second Merger Effective Time, in either case, contain any untrue statement of a material fact, fact or omit to state any material fact required to be stated therein in order or necessary to make the statements therein, in light of the circumstances under which they were are made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (g) If, at any time prior to the SuperMedia Second Merger Effective Time, Dex, Newco or SuperMedia discovers any information relating to any PartyPAQC, the Company, or any of their respective Subsidiaries, Affiliates, officers directors or directorsofficers, that should as applicable, or the Company Shareholders is discovered by any of PAQC or the Company and is required to be set forth in an amendment or supplement to either the Joint Proxy Statement or the Form S-4Registration Statement, so that none of those documents the Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, in the light of the circumstances under which they were made, not misleading, the Party that discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall shall, subject to the other provisions of this Section 9.04, be promptly filed by the Company with the SEC and, to the extent required by law or regulationApplicable Law, disseminated to the stockholders of SuperMedia and DexPre-Closing PAQC Holders. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.

Proxy Statement; Registration Statement. (a) Dex Pioneer and Newco shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia Acadia shall cooperate to cause promptly prepare the Joint Proxy Statement/ Prospectus and Acadia (with the Pioneer’s reasonable cooperation) shall promptly prepare the Form S-4, in which the Proxy Statement/ Prospectus will be included as a prospectus. Pioneer shall as promptly as practicable file the Proxy Statement with the SEC and Acadia shall as promptly as practicable file the Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none Each of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Acadia and the Form S-4. SuperMedia, Dex and Newco Pioneer shall use their its reasonable best efforts to cause have the Form S-4 to become declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the MergersMerger and have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Each of Acadia and the Pioneer shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders or stockholders, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Form S-4 or applicable law related thereto. Without limiting the generality of the foregoing, each of Acadia and Pioneer agrees to use its reasonable best efforts to obtain the auditors' consents with respect to the inclusion of its consolidated financial statements, and to the extent required by the Securities Act or the Exchange Act the consolidated financial statements of its Subsidiaries and any entity the acquisition of which is probable, in the Form S-4 and the Proxy Statement. Without limiting the generality of the foregoing, Pioneer agrees (i) to use its reasonable best efforts to provide to Acadia as promptly as possible and in no event later than two (2) Business Days following the closing pursuant to the MeadowWood Asset Purchase Agreement all audited and unaudited financial statements of MeadowWood Behavioral Health System required to be included in the Form S-4 and the Proxy Statement and (ii) to use its reasonable best efforts to provide Acadia as promptly as possible and in no event later than September 15, 2011, the audited financial statements of Pioneer for the fiscal year ending June 30, 2011. (b) Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c6.04(b), the Joint Proxy Statement Statement/ Prospectus shall include the SuperMedia Recommendation and the Dex Pioneer Board Recommendation. The Joint Proxy Statement Statement/ Prospectus shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Pioneer Financial Advisor (including, if requested, including the amount of fees each of and other consideration the SuperMedia Financial Advisors and the Dex Pioneer Financial Advisor will receive be paid upon consummation of the Mergers, Merger and the conditions for precedent to the payment of such fees) fees and to other consideration), the opinions opinion referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 Section 4.20 and the Joint Proxy Statement comply as to form in all material respects with the rules basis for rendering such opinion. Pioneer and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively. (b) SuperMedia, Newco and Dex Acadia shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby Transactions under the Securities Act and Act, the Exchange Act and applicable state “blue sky” laws and the rules and regulations promulgated thereunder. (c) SuperMedia, Newco Pioneer and Dex Acadia shall use their respective reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (S-4. Pioneer and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex Acadia shall provide the other Parties party and their its respective counsel with (i) any comments or other communications, whether written or oral, that such Party Pioneer or its counsel or Acadia or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) Acadia and Pioneer shall cooperate with each other in preparing a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco Pioneer and SuperMedia Acadia agrees, as to it and its Affiliates, directors, officers, employees, agents or representativesRepresentatives, that none of the information supplied or to be supplied by Dex, Newco Pioneer or SuperMediaAcadia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, the Form S-4, S-4 or any other documents filed or to be filed with the SEC in connection with the transactions contemplated herebyTransactions, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock Pioneer Shareholders and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Pioneer Shareholders’ Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco Pioneer and SuperMedia Acadia further agrees that all documents that such Party it is responsible for filing with the SEC in connection with the Mergers Merger will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing shall not apply to statements or omissions based upon information furnished by the other party or its Representatives.. (e) No amendment or supplement to the Proxy Statement will be made by Pioneer without the approval of Acadia, which approval shall not be unreasonably withheld or delayed. No amendment or supplement to the Form S-4 will be made by Acadia without the approval of Pioneer, which approval shall not be unreasonably withheld or delayed. Pioneer will advise Acadia promptly after the Proxy Statement has been cleared by the SEC (or the time period for the SEC to review the same as lapsed) or any supplement or amendment has been filed. Acadia will advise Pioneer promptly after it receives notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Acadia 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 Form S-4. If, at any time prior to the SuperMedia Effective Time, Dex, Newco Pioneer or SuperMedia Acadia discovers any information relating to any Party, party or any of their respective its Affiliates, officers or directors, directors that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 party that discovers that information shall promptly notify the other parties and an appropriate amendment or supplement describing that information promptly shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable law, disseminated to the stockholders of SuperMedia and DexPioneer Shareholders. (ef) No amendment Acadia and Pioneer shall bear 75% and 25%, respectively, of the aggregate filing, Edgarizing, printing, mailing and similar out of pocket fees and expenses (but not legal or supplement accounting fees and expenses) relating to the Joint Proxy Statement or Statement, the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the and any other Parties, which approval shall not be unreasonably withheld or delayed; provided, that necessary filings with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to Transactions under the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filedSecurities Act, the issuance of any stop order, Exchange Act and applicable state “blue sky” laws and the suspension of the qualification of Dex 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 or the Form S-4rules and regulations promulgated thereunder.

Proxy Statement; Registration Statement. (a) Dex As promptly as practicable after the execution of this Agreement, Comcast and Newco MediaOne shall prepare drafts of and file the Joint Proxy Statement with the SEC, and Form S-4 Comcast shall prepare and Dex, Newco and SuperMedia shall cooperate to cause file the Joint Registration Statement (in which the Proxy Statement and Form S-4 to will be filed included) with the SEC. SuperMedia shall have a reasonable opportunity to review Comcast and comment upon the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco MediaOne shall use their reasonable best efforts to cause the Form S-4 Registration Statement to become effective under the Securities 1933 Act as soon after such filing as practicable after the filing thereof and to keep the Form S-4 Registration Statement effective as long as is necessary to consummate the MergersMerger. Subject to and without limiting The Proxy Statement shall include the rights recommendation of the Board of Directors of SuperMedia MediaOne in favor of approval and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation adoption of this Agreement and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating Merger, except to the SuperMedia Financial Advisors and extent the Dex Financial Advisor (including, if requested, the amount Board of fees each Directors of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation MediaOne shall have withdrawn or modified its approval or recommendation of the Mergersthis Agreement as permitted by Section 6.2(b), and the conditions for recommendation of the payment Board of such fees) and Directors of Comcast in favor of approval of the issuance of Comcast Common Stock in the Merger and, if necessary, the amendment to the opinions referred to in Sections 3.18 and 4.19Comcast articles of incorporation contemplated by Section 2.3 hereof. Each of SuperMedia, Newco and Dex Comcast shall use its reasonable best efforts to ensure that cause the Form S-4 Proxy Statement to be mailed to its stockholders, and MediaOne shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders, in each case as promptly as practicable after the Registration Statement becomes effective. The parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Joint Registration Statement and advise one another of any oral comments received from the SEC. The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities 1933 Act and the Exchange 1934 Act, respectively. (b) SuperMedia, Newco Comcast and Dex MediaOne shall make all necessary filings with respect to the Mergers Merger and the transactions contemplated hereby thereby under the Securities 1933 Act and the Exchange 1934 Act and applicable state “blue sky” sky laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 or the Form S-4, as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers any information relating to any Party, or any of their respective Affiliates, officers or directors, that should be set forth in an amendment or supplement to the Joint Proxy Statement or the Form S-4, 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 notify the other parties and an appropriate 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 stockholders of SuperMedia and Dex. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party party will advise the other Partiesother, promptly after it receives notice thereof, of the time when the Form S-4 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 Dex the Comcast Common Stock issuable in connection with the Mergers Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of both parties hereto, which approval shall not be unreasonably withheld or delayed. If at any time prior to the Effective Time, any information relating to Comcast or MediaOne, or any of their respective Affiliates, officers or directors, should be discovered by Comcast or MediaOne that should be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other 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 Comcast and MediaOne.

Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the date of this Agreement, LCS shall prepare drafts of the Joint Proxy Statement and Form S-4 and Dex, Newco and SuperMedia shall cooperate to cause the Joint Proxy Statement and Form S-4 to be filed with the SEC. SuperMedia shall have a reasonable opportunity to review and comment upon Commission the Joint Proxy Statement and Form S-4 and any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree with respect to such filing (which shall not be unreasonably withheld)the Authorization Increase. Each Party of LCS and CSI shall furnish all information concerning it and the holders of its capital stock as the other may reasonably necessary for request in connection with the preparation of the Joint Proxy Statement Statement. Each of LCS and the Form S-4. SuperMedia, Dex and Newco CSI shall use their all reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act Commission and the Exchange Act, respectively. (b) SuperMedia, Newco and Dex LCS shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by of the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMedia, Newco and Dex shall 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 Commission or its staff with respect to relating thereto. LCS will cause the Joint Proxy Statement or the Form S-4, to be mailed to LCS's stockholders as applicable, promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance Registration Statement is declared effective under the Securities Act.. (which shall include upon expiration of b) If at any time prior to the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in Effective Time any event no more than five (5) business days after such clearance)or circumstance relating to LCS, each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials any LCS subsidiary or their respective directors or officers is discovered by LCS which is required to be set forth in an amendment or supplement to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMedia, as applicable, expressly for inclusion or incorporation by reference in the Joint Proxy Statement, Form S-4, or any other LCS shall promptly inform CSI. All documents filed or to be filed that LCS is responsible for filing with the SEC Commission in connection with the transactions contemplated hereby, will, as of the time such documents (or any amendment thereof or supplement thereto) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, Act. (c) If at any time prior to the SuperMedia Effective Time, Dex, Newco Time any event or SuperMedia discovers any information circumstance relating to CSI, any Party, CSI subsidiary or any of their respective Affiliates, directors or officers or directors, that should is discovered by CSI which is required to be set forth in an amendment or supplement to the Joint Proxy Statement or Statement, CSI shall promptly inform LCS. All documents that CSI is responsible for filing with the Form S-4, so that none of those documents would include any misstatement of a Commission in connection with the transaction contemplated herein will comply as to form and substance in all material fact or omit to state any material fact necessary to make respects with the statements in any such document, in light applicable requirements of the circumstances under which they were made, not misleading, Securities Act and the Party that discovers that information shall promptly notify the other parties and an appropriate 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 stockholders of SuperMedia and DexExchange Act. (ed) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation and (iii) additional information reasonably related to the foregoing. Each Party LCS will advise the other PartiesCSI promptly, promptly after it receives notice thereof, of the time when the Form S-4 Commission's staff has become effective or any supplement or amendment notified LCS that it has been filedno additional comments relating to the Proxy Statement, , the issuance of any stop order, the suspension of the qualification of Dex Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction, or any request by the SEC Commission for amendment of the Joint Proxy Statement or comments thereon or responses thereto, or that any supplement or amendment to the Form S-4Proxy Statement has been filed.

Proxy Statement; Registration Statement. (a) Dex and Newco As promptly as practicable after the execution of this Agreement, Nanogen shall prepare drafts and file with the SEC a Proxy Statement relating to the meeting of the Joint Nanogen Shareholders (the “Nanogen Shareholders’ Meeting”) to be held to consider the adoption of this Agreement, the approval of the Acquisition, and the Nanogen Stock Issuance, and (ii) Nanogen shall prepare and file with the SEC the Form S-4 Registration Statement (including any amendments or supplements thereto, the “Form S-4 Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Nanogen Common Stock to be issued to the Elitech Shareholders pursuant to the Acquisition. Each of Elitech, the Elitech Shareholders and Form S-4 and Dex, Newco and SuperMedia Nanogen shall cooperate use their commercially reasonable efforts to cause the Joint Form S-4 Registration Statement and the Proxy Statement to comply with the rules an regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff, and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable. Each of Elitech, the Elitech Shareholders and Nanogen shall furnish all information concerning itself as the other may reasonably request in connection with such actions and the preparation of the Form S-4 Registration Statement and Proxy Statement. Nanogen will cause the Proxy Statement to be filed with mailed to Nanogen’s Shareholders as promptly as practicable after the SECForm S-4 Registration Statement is declared effective under the Securities Act. SuperMedia Each of Nanogen and Elitech shall have also promptly file, use its commercially reasonable efforts to cause to become effective as promptly as practicable and, if required, mail to Nanogen’s Shareholders any amendment to the Form S-4 Registration Statement or proxy Statement that becomes necessary after the date the Form S-4 Registration Statement is declared effective. (b) Nanogen shall give Elitech and its counsel a reasonable opportunity to review and comment upon on any amendment or supplement to the Joint Proxy Statement and or Form S-4 and Registration Statement prior to filing any amendments thereto, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement and the Form S-4. SuperMedia, Dex and Newco shall use their reasonable best efforts to cause the Form S-4 to become effective under the Securities Act as soon as practicable after the filing thereof and to keep the Form S-4 effective as long as is necessary to consummate the Mergers. Subject to and without limiting the rights of the Board of Directors of SuperMedia and Dex pursuant to Section 6.12(c), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for the payment of such fees) and to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement comply as to form in all material respects amendment or supplement with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively. (b) SuperMedia, Newco and Dex shall make all necessary filings with respect to the Mergers and the transactions contemplated hereby under the Securities Act and the Exchange Act and applicable state “blue sky” laws and the rules and regulations thereunder. (c) SuperMedia, Newco and Dex shall use reasonable best efforts to respond as promptly as practicable to any comments made by the SEC with respect to the Joint Proxy Statement and the Form S-4 (and any documents or filings incorporated by reference therein)SEC. Each of SuperMedia, Newco and Dex Nanogen shall provide the other Parties Elitech and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party it or its counsel may receive from time to time from the SEC or its staff with respect to the Joint Proxy Statement or the and Form S-4, as applicable, S-4 Registration Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxiescommunications. (dc) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the The information supplied or to be supplied by DexElitech, Newco or SuperMediathe Elitech Shareholders and Nanogen, as applicable, expressly for inclusion or incorporation by reference in the Joint Form S-4 Registration Statement and the Proxy StatementStatement shall not, Form S-4, or any other documents filed or to be filed with the SEC in connection with the transactions contemplated hereby, will, as of (i) at the time such documents the Form S-4 Registration Statement is declared effective, (ii) at the time the Proxy Statement (or any amendment thereof or supplement thereto) are is first mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and Nanogen Shareholders, or (iii) at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Nanogen Shareholders’ Meeting, respectively, contain any untrue statement of a material fact, fact or omit fail to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the SuperMedia Effective TimeClosing, Dex, Newco any event or SuperMedia discovers any information circumstance relating to any PartyElitech and its Subsidiaries, in the case of Elitech, or any to Nanogen and its Subsidiaries, in the case of Nanogen, or their respective Affiliates, officers or directors, should be discovered by Elitech or Nanogen that should be set forth in an amendment or a supplement to the Joint Form S-4 Registration Statement or Proxy Statement or the Form S-4, so that none any of those such documents would include will not contain any misstatement untrue statement of a material fact or omit to state any material fact necessary in order to make the statements in any such documenttherein, in light of the circumstances under which they were made, not misleading, the Party that discovers that information Elitech or Nanogen, as applicable, shall promptly notify inform the other parties and an appropriate 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 stockholders of SuperMedia and Dexparty. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.

Proxy Statement; Registration Statement. (ai) Dex As promptly as practicable after the execution of this Agreement, (x) Hepion and Newco the Company shall jointly prepare drafts of and the Joint Proxy Statement and Form S-4 and DexCompany shall file with the SEC, Newco and SuperMedia mutually acceptable materials which shall cooperate to cause include the Joint Proxy Statement and Form S-4 proxy statement to be filed with the SEC. SuperMedia SEC as part of the Registration Statement and sent to the Hepion Stockholders relating to the Hepion Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company shall have a reasonable opportunity to review prepare (with Hepion’s cooperation) and comment upon file with the Joint SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of Company Ordinary Shares to be issued in exchange for the issued and Form S-4 and any amendments theretooutstanding Hepion Common Stock. Subject to Schedule 8.02, none of which shall be filed until each of Dex, Newco and SuperMedia agree to such filing (which shall not be unreasonably withheld). Each Party shall furnish all information reasonably necessary for the preparation of the Joint Proxy Statement Hepion and the Form S-4. SuperMedia, Dex and Newco Company shall use their its reasonable best efforts to cause the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, to become comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as soon promptly as practicable after the such filing thereof and to keep the Form S-4 Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the MergersTransactions. Subject In the event there is any tax opinion required to and without limiting be provided in connection with the rights of the Board of Directors of SuperMedia and Dex pursuant Registration Statement, counsel to Section 6.12(cH▇▇▇▇▇ shall provide such tax opinion(s), the Joint Proxy Statement shall include the SuperMedia Recommendation and the Dex Recommendation. The Joint Proxy Statement shall also include all material disclosure relating to the SuperMedia Financial Advisors and the Dex Financial Advisor (including, if requested, the amount of fees each of the SuperMedia Financial Advisors and the Dex Financial Advisor will receive upon consummation of the Mergers, and the conditions for costs and expenses associate with obtaining such tax opinion(s) shall be borne equally by the payment of such fees) Company and Hepion. The Company also agrees to the opinions referred to in Sections 3.18 and 4.19. Each of SuperMedia, Newco and Dex shall use its reasonable best efforts to ensure that the Form S-4 and the Joint Proxy Statement 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, respectively. (b) SuperMedia, Newco and Dex shall make obtain all necessary filings with respect to the Mergers and the transactions contemplated hereby under the state Securities Act and the Exchange Act and applicable state Laws or “blue sky” laws permits and approvals required to carry out the Transactions, and H▇▇▇▇▇ shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of Hepion and the rules Company agrees to furnish to the other Party and regulations thereunder. its Representatives all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus, a Current Report on Form 8-K or 6-K, as applicable, pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of Hepion or the Company to any regulatory authority (cincluding the Nasdaq) SuperMedia, Newco in connection with the Merger and Dex shall use reasonable best efforts the Transactions (the “Transaction Filings”). Hepion will cause the Proxy Statement to respond be mailed to the Hepion Stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. (ii) To the extent not prohibited by applicable Law, the Company will advise Hepion, reasonably promptly after the Company receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Company Ordinary Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. To the extent not prohibited by applicable Law, Hepion and its counsel, on the one hand, and the Company and its counsel, on the other hand, shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the other Party shall give reasonable and good faith consideration to any comments made by H▇▇▇▇▇ and its counsel or the SEC with respect to Company and its counsel, as applicable. To the Joint Proxy Statement extent not prohibited by applicable Law, the Company, on the one hand, and Hepion, on the Form S-4 (and any documents or filings incorporated by reference therein). Each of SuperMediaother hand, Newco and Dex shall provide the other Parties Party and their respective its counsel with (i) any comments or other communications, whether written or oral, that such Party Hepion or its counsel or the Company or its counsel, as the case may be, may receive from time to time from the SEC or its staff with respect to the Joint Registration Statement, the Proxy Statement or the Form S-4, as applicable, any Transaction Filings promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response to those comments. As promptly as practicable after of Hepion or the clearance (which shall include upon expiration of the 10-day period after filing in the event the SEC does not review the Joint Proxy Statement) of the Joint Proxy Statement and Form S-4 by the SEC (in any event no more than five (5) business days after such clearance), each of SuperMedia and Dex shall mail the Joint Proxy Statement and all other proxy materials to the holders of shares of SuperMedia Common Stock and Dex Common Stock, respectively, and, if necessary in order to comply with applicable securities Laws, after the Joint Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. (d) Each of Dex, Newco and SuperMedia agrees, as to it and its Affiliates, directors, officers, employees, agents or representatives, that none of the information supplied or to be supplied by Dex, Newco or SuperMediaCompany, as applicable, expressly for inclusion to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including, to the extent reasonably practicable, by participating with Hepion or incorporation by reference its counsel or the Company or its counsel, as the case may be, in the Joint Proxy Statement, Form S-4, any discussions or any other documents filed or to be filed meetings with the SEC in connection with the transactions contemplated hereby, will, as of the time such documents SEC. (or any amendment thereof or supplement theretoiii) are mailed to the holders of shares of SuperMedia Common Stock and Dex Common Stock and at the time of the SuperMedia Stockholders Meeting and the Dex Stockholders Meeting, respectively, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Dex, Newco and SuperMedia further agrees that all documents that such Party is responsible for filing with the SEC in connection with the Mergers will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws and will not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, If at any time prior to the SuperMedia Effective Time, Dex, Newco or SuperMedia discovers Time any information relating to any Partythe Company, Hepion or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or directorsHepion, that should which is required to be set forth in an amendment or supplement to the Joint Proxy Registration Statement or the Form S-4Proxy Statement, so that none neither of those such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements in any such documenttherein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Party that which discovers that such information shall promptly notify the other parties Parties and an appropriate amendment or supplement describing that such information shall be promptly filed with the SEC and, to the extent required by law or regulationapplicable Law, disseminated to the stockholders of SuperMedia and DexHepion Stockholders. (e) No amendment or supplement to the Joint Proxy Statement or the Form S-4 will be made by Dex, Newco or SuperMedia without the approval of the other Parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to documents filed by a Party which are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other Party or its business, financial condition or results of operations; and provided, further, that SuperMedia, in connection with a Change in SuperMedia Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in SuperMedia Recommendation, (ii) a statement of the reasons of the Board of Directors of SuperMedia for making such a Change in SuperMedia Recommendation and (iii) additional information reasonably related to the foregoing, and provided, further, that Dex, in connection with a Change in Dex Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) pursuant to an amendment or supplement to the Joint Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in Dex Recommendation, (ii) a statement of the reasons of the Board of Directors of Dex for making such a Change in Dex Recommendation 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 Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of Dex 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 or the Form S-4.