Common use of Registration Statement; Proxy Statement Clause in Contracts

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent Agreement (i) IHK and the Company shall prepare and IHK shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent IHK Common Stock to be issued to the stockholders of the Company in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement/prospectus (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Stockholders' Meetings. Each The Registration Statement shall also register the resale of Parent IHK Common Stock received in the Offer and the Merger by Affiliates of the Company by such Affiliates and IHK shall maintain the effectiveness of the Registration Statement with respect to such resales of such IHK Common Stock for a period of one year after the Effective Time. At any time during such one year period, upon IHK's request, any such Affiliates shall not be allowed to sell IHK Common Stock pursuant to such Registration Statement for a period of 45 days if (i) IHK or any IHK Subsidiary is engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such sales were not made), and IHK determines in good faith that such disclosure would be materially detrimental to IHK and its stockholders, or (ii) IHK determines to effect a registered underwritten public offering of IHK's equity securities or of securities convertible to IHK's equity securities for IHK's account and IHK takes substantial steps (including, but not limited to, selecting the managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering; provided, however, that IHK may only make such a request twice during such one year period. A deferral of such sales shall be lifted, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for IHK's account is abandoned. The Company and such Affiliates shall furnish all information concerning the Company and such Affiliates as IHK may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. IHK shall use commercially reasonable efforts, and the Company shall use reasonable best efforts and such Affiliates will cooperate with IHK, to cause the Registration Statement to become effective as promptly as practicable, and, prior practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Prior to the effective date of the Registration Statement, Parent IHK shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent IHK Common Stock in pursuant to the Merger. Each IHK shall, as promptly as practicable, provide copies of Parent any written comments received from the SEC with respect to the Registration Statement to the Company and advise the Company of any verbal comments with respect to the Registration Statement received from the SEC. IHK and the Company shall furnish all information concerning it and the holders of its capital stock as each give the other may reasonably request in connection with such actions and its counsel the preparation of opportunity to review the Registration Statement and Proxy Statementeach document to be incorporated by reference therein and all responses to requests for additional information by and replies to comments of the SEC before their being filed with, or sent to, the SEC. As IHK and the Company shall each use commercially reasonable efforts, after consultation with the other party, to respond promptly to all such comments of and requests by the SEC. Unless otherwise required by the applicable fiduciary duties of the respective Boards of Directors to their respective stockholders (as determined in good faith by each respective Board of Directors based upon the advice of its outside counsel), as promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent IHK shall mail the Joint Proxy/Prospectus Proxy Statement to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this AgreementAgreement and receipt of the applicable PCAOB Financial Statements, Parent SPAC and the Company shall prepare prepare, and the Company shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments theretoas amended or supplemented, the “Registration Statement”; ), which will include (1) a proxy statement (“Proxy Statement”) to be sent to the prospectus contained stockholders of SPAC relating to the meeting of SPAC’s stockholders (the “SPAC Stockholders’ Meeting”) to be held to consider approval and adoption of (i) this Agreement and the Merger (the “SPAC Merger Proposal”), (ii) any other proposals reasonably agreed by SPAC and the Company to be necessary or appropriate in connection with the Merger, (iii) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement together with or correspondence related thereto and (iv) adjournment of the Proxy StatementSPAC Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (collectively, the “Joint Proxy/ProspectusSPAC Proposals”), in which the Proxy Statement shall be included, in connection with ) and (2) a prospectus covering the registration under the Securities Act of the shares of Parent Common Stock to be issued to issuance by the stockholders Company of the Company Shares and Company Warrants in the Merger. Each of Parent SPAC and the Company each shall use their reasonable best efforts to (A) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, (C) cause the Registration Statement to become be declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of practicable and (D) keep the Registration StatementStatement effective as long as is necessary to consummate the Transactions. As promptly as practicable after the date on which the Registration Statement is declared effective by the SEC, Parent SPAC shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with mail the issuance of shares of Parent Common Stock in the MergerProxy Statement to its stockholders. Each of Parent and SPAC, the Company and Merger Sub shall furnish all information concerning it itself, its subsidiaries, officers, directors, managers, shareholders, and the other equity holders of its capital stock and information regarding such other matters as the other may reasonably request be requested in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared or any other statement, filing, notice or application made by the SECor on behalf of SPAC, the Company and Parent shall mail the Joint Proxy/Prospectus to or their respective stockholders; provided, however, that affiliates to any regulatory authority (including the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common New York Stock issuable Exchange) in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationTransactions.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare jointly prepare, and the Company and Parent shall file with the SEC SEC, a joint proxy statement relating to document or documents that will constitute (i) the Company Stockholders’ Meeting and prospectus forming part of the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the Company's stockholders pursuant to the Merger and (ii) the Proxy Statement with respect to the Merger relating to the special meeting of the Company Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") and, if required, Parent's stockholders (the "PARENT STOCKHOLDERS' MEETING"), to be held to consider approval of this Agreement and the Merger contemplated hereby (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Proxy Statement shall be provided to the NYSE in the Mergeraccordance with its rules. Each of Parent and the Company parties hereto shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in and Parent New Preferred pursuant to the Merger. Each of Parent and or the Company Company, as the case may be, shall furnish all information concerning it and Parent or the holders of its capital stock Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toRegistration Statement, the Proxy Statement shall be made by Parent or mailed to the stockholders of the Company (subject to the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent 's receipt of the other partyCompany Fairness Opinion) and, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereofif required, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, Parent. Each of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of parties hereto shall cause the Proxy Statement or to comply as to form and substance in all material respects with the Registration Statement or comments thereon applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and responses thereto or requests by regulations of the SEC for additional informationNYSE, (iv) the Business Corporation Act and (v) the General Corporation Law.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC Commission (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement statement/prospectus and a form of proxy (such joint proxy statement/prospectus together with any amendments thereof or supplements thereto, in the form or forms delivered to the stockholders of the Company and the stockholders of Parent, the "Proxy Statement") relating to the meeting of the stockholders of the Company Stockholders’ Meeting and the vote of the stockholders of the Company with respect to the Merger and the meeting of the stockholders of Parent Stockholders’ Meeting and the vote of the stockholders of Parent with respect to the issuance of Parent Common Stock in connection with the Merger and (ii) following clearance by the Commission of the Proxy Statement, Parent shall prepare and file with the Commission under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"), in which the Proxy Statement shall will be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued distributed to holders of shares of Company Common Stock and Company Preferred Stock pursuant to the stockholders of Merger. Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the MergerSecurities Act and the Exchange Act. Each of Parent and the Company shall use all commercially reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the Commission) as promptly as practicablepracticable thereafter, and, prior to the effective date of the Registration Statement, Parent and shall take any and all or any action reasonably actions required under any applicable federal or state securities Laws or "Blue Sky" laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Without limiting the generality of the foregoing, each of Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond promptly to any comments made by the Commission with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of Parent and the Company shall, and shall cause its respective representatives to, fully cooperate with the other such party and its respective representatives in the preparation of the Proxy Statement and the Registration Statement, and shall, upon request, furnish the other such party with all information concerning it and the holders of its capital stock Affiliates, directors, officers and stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Proxy Statement and the Registration Statement. The Proxy StatementStatement shall include the determination and recommendation of the Board of Directors of the Company that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger and the determination and recommendation of the Board of Directors of Parent that the stockholders of Parent vote in favor of the approval of the issuance of Parent Common Stock pursuant to this Agreement; provided, however, that the Board of Directors of the Company or Parent may withdraw, modify or change such respective recommendation if either such Board of Directors determines in good faith, based upon the advice of outside counsel, that making such recommendations, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause the members of such Board of Directors to breach their fiduciary duties under applicable law. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of cause the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationto be mailed to their stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare jointly prepare, and the Company and Parent shall file with the SEC SEC, a joint proxy statement relating document or documents that will constitute (i) if Parent Common Stock is to be issued in the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoMerger, the “Proxy Statement”) and Parent shall prepare and file with prospectus forming part of the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the Company's stockholders pursuant to the Merger and (ii) the proxy statement or information statement with respect to the Merger relating to the special meeting of, or the taking of action by written consent by, the Company's stockholders (in either case, the "COMPANY STOCKHOLDERS' MEETING") and, if required, Parent's Stockholders (the "PARENT STOCKHOLDERS' MEETING"), to be held to consider approval of this Agreement and the Merger contemplated hereby (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Company Proxy Statement shall be provided to the NYSE in accordance with its rules. If applicable, each of the Merger. Each of Parent and the Company parties hereto shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and or the Company Company, as the case may be, shall furnish all information concerning it and Parent or the holders of its capital stock Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement Statement, if applicable, and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing ofRegistration Statement, or amendment or supplement toif applicable, the Proxy Statement shall be made by Parent or mailed to the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent stockholders of the other partyCompany and, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereofif required, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, Parent. Each of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of parties hereto shall cause the Proxy Statement or to comply as to form and substance in all material respects with the Registration Statement or comments thereon applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and responses thereto or requests by regulations of the SEC for additional informationNYSE, (iv) the General Corporation Law and (v) the Delaware General Corporation Law.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company Parties shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. Parent represents, covenants and agrees that the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company or its Subsidiaries to Parent for inclusion in the Proxy Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or its Subsidiaries or any of their Table of Contents Representatives specifically for inclusion therein. The Company and its legal counsel shall be includedgiven reasonable opportunity to review and comment on the Proxy Statement, in connection including all amendments and supplements thereto, prior to the filing thereof with the registration under SEC (at least five (5) days prior to the Securities Act filing thereof), and on the response to any comments of the shares of Parent Common Stock to be issued SEC on the Proxy Statement, prior to the stockholders of filing thereof with the Company in the MergerSEC. Each of Parent and the Company shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection practicable after it is filed with the issuance of shares of Parent Common Stock in the MergerSEC. Each of Parent and the Company Parties shall furnish all information concerning it and use commercially reasonable efforts to cause the holders of its capital stock Proxy Statement to be mailed to Parent’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Parent, Merger Sub or the Company and Parent shall mail become aware of any event or information that, pursuant to the Joint Proxy/Prospectus to their respective stockholders; providedSecurities Act or the Exchange Act, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall cooperate and prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ") in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders shareholders of the Company in the Merger. Each , a portion of Parent which Registration Statement shall also serve as (i) the information statement, which the Parent, with the cooperation of the Company, shall prepare (together with any amendments thereof or supplements thereto, the "Information Statement") and (ii) the proxy statement, which the Company, with the cooperation of Parent, shall prepare (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Company shall use reasonable best efforts to Shareholders' Meeting. The respective parties will cause the Information Statement, the Proxy Statement and the Registration Statement to become effective comply as promptly as practicable, and, prior to form in all material respects with the effective date applicable provisions of the Registration StatementSecurities Act, the Exchange Act and the rules and regulations thereunder, the rules and regulations of the New York Stock Exchange ("NYSE") and the AMEX, the DGCL and the MGCL. Both the Company and Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish to each other all information concerning it and the holders of its capital stock as the other Company or Parent each may reasonably request in connection with such actions and the preparation of the Registration Statement, the Information Statement and the Proxy Statement. As Each of the Company and Parent shall use its commercially reasonable efforts, to cause the Registration Statement to become effective as promptly as reasonably practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Prior to the effective date of the Registration Statement Parent shall take all 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. The Parent will use its reasonable best efforts to cause the Information Statement to be mailed to each of the Parent's shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Company, with the cooperation of Parent, will use its reasonable best efforts to cause the Proxy Statement to be mailed to each of the Company's shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The parties shall have become effective 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 Registration Statement, the Information Statement and the Proxy Statement shall have been cleared by received from the SEC, . The parties will cooperate in preparing and filing with the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or SEC any amendment or supplement toto the Registration Statement, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Information Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationProxy Statement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company Parties shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be includedincluded as a prospectus. Parent covenants and agrees that the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in connection with the registration under the Securities Act light of the shares of circumstances under which they were made, not misleading. Parent Common Stock further covenants to be issued use reasonable best efforts to keep the stockholders of the Company in Registration Statement effective for so long as necessary to complete the Merger. Each of Prior to the Registration Statement being declared effective, (1) Parent shall use its reasonable best efforts to execute and deliver to Xxxxxx LLP (“Cooley”) and to Dechert LLP (“Dechert”) the applicable “Tax Representation Letter” referenced in Section 5.12(c); and (2) the Company shall use its reasonable best efforts to execute and deliver to Cooley and to Dechert the applicable “Tax Representation Letter” referenced in Section 5.12(c). Following the delivery of the Tax Representation Letters pursuant to the preceding sentence, (x) Parent shall use its commercially reasonable efforts to cause Dechert to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act; and (y) the Company shall use its commercially reasonable efforts to cause Cooley to deliver to it a tax opinion satisfying the requirements of Item 601 of Regulation S-K under the Securities Act. In rendering such opinions, each of such counsel shall be entitled to rely on the Tax Representation Letters referred to in this Section 5.1(a). The Company covenants and agrees that the information provided by the Company or its Subsidiaries to Parent for inclusion in the Proxy Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or its Subsidiaries or any of their Representatives specifically for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection practicable after it is filed with the issuance of shares of Parent Common Stock in the MergerSEC. Each of Parent and the Company Parties shall furnish all information concerning it and use commercially reasonable efforts to cause the holders of its capital stock Proxy Statement to be mailed to Parent’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Parent, Merger Sub or the Company and Parent shall mail become aware of any event or information that, pursuant to the Joint Proxy/Prospectus to their respective stockholders; providedSecurities Act or the Exchange Act, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Subject to the execution accuracy of this Agreementthe representations contained in Section 6.13, Parent and the information supplied by the Company shall prepare and file with or its subsidiaries for inclusion in the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, or on such other form as may be appropriate) (the “"Registration Statement”; ") covering the prospectus contained in offering of shares of the Buyer's Stock to be issued pursuant to this Agreement shall not, at the time the Registration Statement together with (including any amendments or supplements thereto) is declared effective by the SEC, contain any untrue statement of a Material fact or omit to state any Material fact required to be stated therein or necessary to make the statements therein not misleading. The information supplied by or on behalf of the Company and its subsidiaries for inclusion in the proxy statement/prospectus to be sent to the shareholders of the Company to consider at a special meeting (the "Shareholder Meeting") to vote on the Holding Company Merger (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Proxy Statement") will not, on the date the Proxy Statement is first mailed to shareholders, at the time of the Shareholder Meeting and at the Effective Time, contain any untrue statement 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. If at any time prior to the Effective Time any event relating to the Company or its subsidiaries or any of their Affiliates should be discovered by the Company or its subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the “Joint Proxy/Prospectus”), in which Company will promptly inform the Buyer. The Proxy Statement shall be includedcomply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, neither the Company nor any of its subsidiaries makes any representation or warranty with respect to any information supplied by the Buyer or any of its subsidiaries that is contained or incorporated by reference in, or furnished in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationStatement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this AgreementIf, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with for any amendments thereof or supplements theretoreason, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together and Proxy Statement have not been declared effective by the SEC on or prior to November 12, 2001, either of Company and Parent may, at its option and upon written notice in accordance with this Restated Agreement, extend the Proxy StatementTermination Date until January 8, the “Joint Proxy/Prospectus”), in which 2002. Copies of the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued provided to the stockholders of the Company NNM in the Mergeraccordance with its rules. Each of Parent and the Company parties hereto shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and or Company, as the Company case may be, shall furnish all information concerning it and the holders of its capital stock Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Each of Parent and Company shall promptly notify the other of the receipt of any comments from the SEC on the Registration Statement and the Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toRegistration Statement, the Proxy Statement shall be made by Parent or mailed to the stockholders of Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent . Each of the other party, such consent not to be unreasonably withheld. Parent and the Company each parties hereto shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of cause the Proxy Statement or to comply as to form and substance, as to matters relating to, and supplied for inclusion therein by, such party, in all material respects with the Registration Statement or comments thereon applicable requirements of (i) the Exchange Act, (ii) the Securities Act and responses thereto or requests by (iii) the SEC for additional informationrules and regulations of the NNM.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) "PROXY STATEMENT"), and, if required under the Exchange Act, a Transaction Statement on Schedule 13E-3 (together with any amendments thereof, the "SCHEDULE 13E-3"), and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), "REGISTRATION STATEMENT") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock Shares to be issued to the stockholders of the Company in pursuant to the Merger, including Parent Common Shares issuable upon (i) the exercise of Company Options which will be converted into Parent Options pursuant to SECTION 3.3(A), (ii) the payment of the Contingent Payments and (iii) the purchase of the Subscription Shares. Each of Parent and the Company shall will use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock Shares in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and Proxy Statementand, if required, the Schedule 13E-3. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, each of the Company and Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that . The Proxy Statement shall include the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of the Company Stockholders’ Meeting in favor of the Merger and the recommendation of the Board of Directors of Parent Stockholders’ Meetingin favor of the Share Issuance. No filing of, or amendment or supplement toto the Proxy Statement, the Proxy Registration Statement shall or, if required, the Schedule 13E-3 will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each will advise the other, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement, the Registration Statement or, if required, the Schedule 13E-3, or comments thereon and responses thereto, or requests by the SEC for additional information. Each of Parent and the Company will use all reasonable efforts to prepare and file any such amendments and/or respond to any such requests as promptly as possible. Parent shall advise the otherCompany, promptly after it 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, order or of the suspension of the qualification of the Parent Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after the execution of this Agreement, and in any event within 30 days after the date of this Agreement, (i) Parent and the Company shall jointly prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement”) in preliminary form, which shall, subject to Section 7.04 and Section 7.06, contain each of the Parent Board Recommendation and the Company Board Recommendation (unless a Parent Adverse Recommendation Change or a Company Adverse Recommendation Change, as applicable, has occurred in compliance with this Agreement), and (ii) Parent shall prepare and file with the SEC (x) a registration statement on Form S-4 S-4, in which the Joint Proxy Statement shall be included and (y) a prospectus relating to the shares of Parent Class A Common Stock to be offered and sold pursuant to this Agreement and the Merger (such registration statement together with all the amendments and supplements thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts covenants and agrees that the information provided by it or any of its Subsidiaries for inclusion in the Joint Proxy Statement (and the letter to cause stockholders, notice of meeting and form of proxy included therewith) will not, at the time that the Joint Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to the Company Stockholders or when the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to become state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent in such efforts, to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior practicable after such filing and to the effective date of keep the Registration StatementStatement effective as long as necessary to consummate the Contemplated Transactions, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in including the Merger. Each of In furtherance thereof, Parent and the Company shall furnish all will work together in good faith, including with each Party’s Representatives (including by providing reasonable access to relevant data, schedules and work papers), to prepare financial statements, financial information concerning it and the holders of its capital stock such other information as the other may reasonably request required to be included in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement (but in no event later than thirty (30) days following the date of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto), the “Proxy Statement”) Parties shall prepare, and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. The Company and its legal counsel shall be includedgiven reasonable opportunity to review and comment on the Proxy Statement, in connection including all amendments and supplements thereto, prior to the filing thereof with the registration under SEC, and on the Securities Act response to any comments of the shares of Parent Common Stock to be issued SEC on the Proxy Statement, prior to the stockholders of filing thereof with the Company in the MergerSEC. Each of Parent and the Company Parties shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply in all material respects with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection practicable after it is filed with the issuance of shares of Parent Common Stock in the MergerSEC. Each of Parent and the Company Parties shall furnish all information concerning it and use commercially reasonable efforts to cause the holders of its capital stock Proxy Statement to be mailed to Parent’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Parent, Merger Sub or the Company and Parent shall mail become aware of any event or information that, pursuant to the Joint Proxy/Prospectus to their respective stockholders; providedSecurities Act or the Exchange Act, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to Parent’s stockholders.

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as practicable after the execution of this Agreement, Parent and in any event within thirty (30) calendar days of the date of this Agreement, the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company shall and Parent will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company and Parent shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement and Proxy Statementany Other Filings. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, to its stockholders. Unless the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate Board has effected a Company Change in Recommendation in accordance with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toSection 5.7 hereof, the Proxy Statement shall be made include the recommendation of the Company Board that adoption of this Agreement by Parent or the Company, ’s stockholders is advisable and no filing of, or amendment or supplement to, that the Registration Statement shall be made by Parent, Company Board has determined that the Merger is fair to and in each case, without the prior written consent best interests of the other party, such consent not to be unreasonably withheld. Parent and Company’s stockholders (the “Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationRecommendation”).

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent subject to the terms of this Section 7.2, Acquiror (with the assistance and cooperation of the Company as reasonably requested by Acquiror) shall prepare and file with (subject to Acquiror’s receipt of the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”PCAOB Financial Statements) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ) in connection with providing Acquiror’s shareholders with the opportunity to exercise their Redemption Rights and the registration under the Securities Act of the shares of Parent Domesticated Acquiror Common Stock, Merger Consideration Warrants and Assumed Options to be issued or issuable (i) in the Domestication and (ii) to the security holders of the Company pursuant to this Agreement, including the shares of Domesticated Acquiror Common Stock issuable upon exercise of the Merger Consideration Warrants and Assumed Options in accordance with their terms, which shall include a proxy statement in preliminary form (as amended or supplemented, the “Proxy Statement”) relating to the meeting of Acquiror’s shareholders (including any adjournment or postponement thereof, the “Acquiror Stockholders’ Meeting”) to be held to consider: (1) approval and adoption of this Agreement, the Mergers and the Transactions; (2) approval of the Domestication, including the Domestication Organizational Documents; (3) the issuance of the number of shares of Domesticated Acquiror Common Stock to be issued or issuable (i) in the Domestication, and (ii) to the stockholders shareholders of the Company pursuant to this Agreement, in each case if required under the Mergerrules and regulations of the Nasdaq Capital Market; (4) the adoption and approval of the Advisory Charter Proposals; (5) approval and adoption of the Omnibus Incentive Plan; (6) the election of the individuals set out on Section 2.5(c) of the Disclosure Schedules, and/or such other individuals as are mutually agreed by the parties, to the Acquiror Board; and (7) any other proposals the parties mutually deem necessary or desirable to consummate the Transactions (collectively, the “Acquiror Proposals”). Acquiror shall engage Cayman Islands counsel to review the Registration Statement and confirm the statements made therein as to the Domestication and matters as to Cayman Islands law. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company Acquiror shall furnish all information concerning it and the holders of its capital stock such party as the other party may reasonably request in connection with such actions and the preparation of the Merger Materials (as defined below). Acquiror and the Company each shall use their reasonable best efforts to (w) cause the Registration Statement and Proxy Statement. As , when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (x) respond as promptly as reasonably practicable after to and resolve all comments received from the SEC concerning the Merger Materials, (y) cause the Registration Statement to be declared effective as promptly as practicable and (z) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, each of the Company and Acquiror shall have become effective take all actions necessary to cause the Merger Materials to be mailed to their respective shareholders as of the applicable record date as promptly as practicable (and in any event within three (3) Business Days) following the date upon which the Registration Statement becomes effective. Each of the Company and Acquiror shall otherwise reasonably assist and cooperate with the other party in the preparation of the Merger Materials and the Proxy Statement shall have been cleared by resolution of any comments received from the SEC. In furtherance of the foregoing, the Company (i) agrees to promptly provide Acquiror with all information concerning the business, management, operations and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light financial condition of the date set for Company and the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by ParentSubsidiaries, in each case, without reasonably requested by Acquiror for inclusion in the prior written consent Merger Materials and (ii) shall cause the officers and employees of the other party, such consent not to be unreasonably withheld. Parent Company and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable Subsidiaries to be reasonably available to Acquiror and its counsel in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment drafting of the Proxy Statement or Merger Materials and to respond in a timely manner to comments on the Registration Statement or comments thereon and responses thereto or requests by Merger Materials from the SEC for additional information.SEC. For purposes of this Agreement, the term “

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint the proxy statement to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and to be sent to the stockholders of Parent relating to the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting” and, together with the Company Stockholders’ Meeting and Meeting, the Parent “Stockholders’ Meeting Meetings”) to be held to consider approval of the Share Issuance (together with any amendments thereof such proxy statement, as amended or supplements theretosupplemented, being referred to herein as the “Proxy Statement”) and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the Company shall furnish to the other party all information concerning it and the holders of its capital stock business as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent shall each mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationits stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution Each of this Agreement, Parent and the Company shall cooperate and promptly prepare and Parent shall file with the SEC as soon as practicable a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement Registration Statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of (the shares of "Registration Statement"), with respect to the Parent Common Stock to be issued to the stockholders of the Company Shares issuable in the Merger. A portion of the Registration Statement shall also serve as the proxy statement (the "Proxy Statement/Prospectus") with respect to the Shareholders' Meeting. The respective parties will cause the Proxy Statement/Prospectus and the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Parent and the Company shall use its reasonable best efforts to cause have the Registration Statement to become declared effective by the SEC as promptly as practicable, and. Each of Parent and the Company shall use its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or necessary state securities Laws in connection with law or "Blue Sky" permits or approvals required to carry out the issuance of shares of transactions contemplated by this Agreement. Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or will advise the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent Palatin and the Company MBI shall prepare and file with the SEC Commission preliminary proxy materials which shall constitute the preliminary Proxy Statement and a joint proxy statement relating preliminary prospectus with respect to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Palatin Common Stock to be issued in connection with the Merger on a confidential basis. As promptly as practicable after comments are received from the Commission with respect to such preliminary proxy materials and after the stockholders furnishing by MBI and Palatin of all information required to be contained therein, Palatin and MBI shall file with the Company in Commission the Merger. Each of Parent definitive Proxy Statement and the Company Registration Statement and MBI and Palatin shall use their commercially reasonable best efforts to cause the Registration Statement to become effective as promptly soon thereafter as practicable, and, prior to . On the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent approval of the other party, such consent which shall not to be unreasonably withheld, either party hereto shall, prior to the mailing of the definitive Proxy Statement, make such changes to the Proxy Statement as such party in its discretion deems necessary or advisable to ensure that such party's representations in Section 4.8 or Section 5.8, as the case may be, are true in all material respects as of the mailing of the definitive Proxy Statement, and each of the parties hereto shall, following the mailing of the definitive Proxy Statement and prior to the date of the MBI Meeting or the Palatin Meeting, as the case may be, provide such amended or additional proxy solicitation material to its stockholders as such party in its discretion deems necessary or advisable to ensure that such party's representations in Section 4.8 or Section 5.8, as the case may be, are true in all material respects as of the date of the MBI Meeting or the Palatin Meeting, as the case may be. Parent and the Company each shall Palatin will advise the otherMBI, promptly after it 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, the suspension of the qualification of the Parent Palatin 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 Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationinformation and Palatin and MBI shall use commercially reasonable efforts to promptly resolve any such stop order, suspension or qualification.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, the Company and Parent will prepare and the Company shall prepare and will file with the SEC a joint proxy statement relating to the Proxy Statement and the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall will prepare and Parent will file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. The Parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby. Each of the Company and Parent shall use their respective reasonable best efforts to furnish the information required to be includedincluded by the SEC in the Proxy Statement, in connection with the registration Registration Statement and any such statement or schedule. Each of the Company and Parent will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of as promptly as practicable after such filing and keep the shares of Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Parent Common Stock also agrees to be issued use commercially reasonable efforts to obtain any necessary state securities law or “Blue Sky” permits and approvals required to carry out the stockholders of the transactions contemplated by this Agreement. The Company in the Merger. Each of Parent and the Company shall will use its reasonable best efforts to cause the Registration Proxy Statement to become effective be mailed to the Company Stockholders as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become is declared effective and under the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingSecurities Act. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not or dissemination to be unreasonably withheld. Parent and the Company each shall advise Stockholders of, the other, promptly after it receives notice thereof, of the time when the Registration Proxy Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable other materials used in connection with the Merger Company Meeting that constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 under the Exchange Act or are otherwise used for offering the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 under the Exchange Act (“Other Proxy Materials”) will be made by the Company without providing the Other Party a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or sale in the Company, as applicable, of all such comments). If at any jurisdictiontime prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement, so that either such document 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 that discovers such information will promptly notify the Other Party hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by Law, disseminated to the Company Stockholders. The Parties will notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendment of amendments or supplements to the Proxy Statement or the Registration Statement or comments thereon for additional information and each Party will supply the Other Party with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement; provided that no responses thereto to any oral or requests written request by the SEC for additional informationwith respect to the Registration Statement, the Proxy Statement or the Other Proxy Materials, will be made by Parent or the Company, as applicable, without providing the Other Party a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or the Company, as applicable, of all such comments).

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after the execution date of this Agreement, Parent and the Company shall will prepare a joint proxy statement for use in connection with each of the Company Stockholders Meeting and the Parent Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Joint Proxy Statement”). Parent will prepare and file with the SEC a joint proxy statement relating as soon as practicable after the date of this Agreement (and in any event within 10 days after (A) the pro forma financial information that is required to be included in the Registration Statement is approved by Parent’s and the Company’s respective auditors for inclusion in the Registration Statement, and (B) Parent receives all information to be provided by the Company Stockholders’ Meeting and for inclusion in the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement”) and Parent shall prepare and file with the SEC ), a registration statement on Form S-4 relating to the shares of Parent Stock to be issued as a result of the Merger (together with all amendments theretosuch registration statement, as amended or supplemented from time to time, the “Registration Statement”; ). The Registration Statement will include the prospectus contained Joint Proxy Statement. Parent and the Company will cooperate to provide all information which is required to be included in the Registration Statement together or the Joint Proxy Statement in a timely manner so the Registration Statement can be filed with the SEC as soon as practicable after the date of this Agreement (and in any event within 10 days after the pro forma financial information that is required to be included in the Registration Statement is approved by Parent’s and the Company’s respective auditors for inclusion in the Registration Statement). Parent will cause the portions of the Registration Statement other than the Joint Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of and Parent and the Company will cause the Joint Proxy Statement, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and forms under them. Parent will use its reasonable best efforts, and the Company will cooperate with Parent, to cause the Registration Statement to be declared effective as promptly as practicable after it is filed (including without limitation, promptly responding to any comments from the SEC staff with respect to the Registration Statement) and to keep it effective as long as is necessary to consummate the Merger. Parent shall use reasonable best efforts to cause obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will notify each other promptly of the receipt of any comments from the staff of the SEC and of any requests by the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Registration Statement to become effective as or for additional information and each party will promptly as practicablesupply the other party with copies of (i) all correspondence between it or any of its Representatives, andon the one hand, prior and the SEC or the staff of the SEC, on the other hand, with respect to the effective date Joint Proxy Statement, the Registration Statement or the transactions contemplated by this Agreement and (ii) all orders of the SEC relating to the Registration Statement, Parent shall take all ; provided that no response to any oral or any action reasonably required under any applicable federal or state securities Laws in connection written request by the staff of the SEC with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of respect to the Registration Statement and Proxy Statement. As promptly as reasonably practicable after or the Registration Statement shall have become effective and the Joint Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each caseas applicable, without the prior written consent of providing the other partyparty a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or the Company, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereofas applicable, 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationall such comments).

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and meeting of the Parent Stockholders’ Meeting Company's stockholders to be held in connection with the Merger and, if required for NYSE purposes, the meeting of the Parent's stockholders to be held in connection with the Share Issuance (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall will use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, each of the Company and and, if required for NYSE purposes, Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that . The Proxy Statement shall include the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of the Company Stockholders’ Meeting and in favor of the Merger (subject to the last sentence of Section 6.4(d) hereof) and, if Parent Stockholders’ Meetingstockholder approval is sought, the recommendation of the Board of Directors of Parent in favor of the Share Issuance. No filing ofSubject to the last sentence of Section 6.4(d) hereof, or no amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company will use its reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the MergerShare Issuance. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and Proxy Statementany Other Filings. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, each of the Company and Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the The Proxy Statement shall be made by Parent or the Companyinclude, and no filing of, or amendment or supplement to(x) subject to Section 5.7.3 hereof, the Registration Statement shall be made by Parent, in each case, without Company Recommendation and (y) the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification recommendation of the Parent Common Stock issuable Board in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment favor of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationShare Issuance.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting meetings of the Company's stockholders and Parent's stockholders to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall will use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of Parent and the Company shall mail the Proxy Statement to its respective stockholders. The Proxy Statement shall have been cleared include the recommendation of the Board of Directors of each of Parent and the Company in favor of the Merger, unless otherwise required by the SECapplicable fiduciary duties of the respective directors of Parent and the Company, as determined by such directors in good faith after consultation with independent legal counsel (who may be such party's regularly engaged independent legal counsel). No modification or withdrawal of such recommendation shall relieve either party of its obligation to submit this Agreement and the Company and Parent shall mail the Joint Proxy/Prospectus transactions contemplated hereby to their respective stockholders; provided, however, that the parties shall consult and cooperate stockholders in accordance with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingapplicable law. No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company Parties shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be includedincluded as a prospectus. Parent covenants and agrees that the Registration Statement will not, at the time that the Proxy Statement or any amendments or supplements thereto is filed with the SEC or is first mailed to Parent’s stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in connection with the registration under the Securities Act light of the shares circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to Parent for inclusion in the Registration Statement (including the Company Audited Financial Statements) will not contain any untrue statement of Parent Common Stock a material fact or omit to state any material fact required to be issued stated therein or necessary in order to make such information not misleading. Notwithstanding the stockholders foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company in the Merger. Each or any of Parent its Representatives specifically for inclusion therein and the Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by the Company or any of its Representatives for inclusion therein. The Company and its legal counsel shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Registration Statement, prior to the filing thereof with the SEC. Parent shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to practicable after it is filed with the effective date of the Registration Statement, SEC. Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with use commercially reasonable efforts to cause the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock Proxy Statement to be mailed to Parent’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Parent, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each such other Parties in determining filing such amendment or supplement with the appropriate time for SEC and, if appropriate, in mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingsuch amendment or supplement to Parent’s stockholders. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Proxy Statement shall will be made by Parent, in each case, without the prior written consent of the other party, such consent Company (which comments shall not to be unreasonably withheld, conditioned or delayed). The Company and Parent and the Company shall each shall advise the other, promptly after it receives notice thereof, of the time when use commercially reasonable efforts to cause the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of and the Proxy Statement or the Registration Statement or comments thereon to comply with applicable federal and responses thereto or requests by the SEC for additional informationstate securities laws requirements.

Registration Statement; Proxy Statement. (ai) As promptly as practicable after (and, in any event, within 30 days following the execution delivery of the Closing Company Financial Statements) following the date of this Agreement, Parent Pegasus, TopCo and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any of the Parties), and TopCo shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in /Proxy Statement (it being understood that the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall include a proxy statement of Pegasus which will be includedincluded therein as a prospectus and which will be used for the Special Meeting to adopt and approve the Transaction Proposals and other matters reasonably related to the Transaction Proposals, all in connection with accordance with, and as required by, the registration under the Securities Act Pegasus Memorandum and Articles of Association, applicable Law and any applicable rules and regulations of the shares of Parent Common SEC and the Stock to be issued to the stockholders of the Company in the MergerExchange). Each of Parent Pegasus, TopCo and the Company shall use its reasonable best efforts to (A) cause the Registration Statement/Proxy Statement to become effective as promptly as practicablecomply in all material respects with the applicable rules and regulations promulgated by the SEC (including, and, prior with respect to the effective date Company, the provision of financial statements for the Company and its Subsidiaries for all periods, and in the form, required to be included in the Registration Statement, Parent shall take all /Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any action reasonably required under any applicable federal or state securities Laws in connection with comments from the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as SEC); (B) promptly notify the other may Parties of, reasonably request in connection cooperate with such actions each other Party with respect to and the preparation respond promptly to, any comments of the SEC or its staff; (C) have the Registration Statement/Proxy Statement and Proxy Statement. As declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (D) keep the Registration Statement shall have become effective and the Statement/Proxy Statement shall have been cleared by effective through the SECClosing in order to permit the consummation of the Transactions. Without limiting the generality of the foregoing, the Company and Parent Pegasus shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and reasonably cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger preparation for offering or sale inclusion in any jurisdiction, or any request the Registration Statement/Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the SEC for amendment staff of the Proxy Statement or SEC) to the extent such pro forma financial statements are required for the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationStatement/Proxy Statement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”"; the prospectus contained in the Registration Statement together with the Proxy Statement, the “"Joint Proxy/Prospectus”"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Mergeras Merger Consideration. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ ' Meeting and the Parent Stockholders’ ' Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent the Company or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other partyCompany, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) ), and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Mergeras Merger Consideration. Each of Parent and the Company shall use reasonable best efforts Commercially Reasonable Efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent the Company or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld; provided, however, that the foregoing shall not apply to Company SEC Filings or Parent SEC Filings deemed to supplement the Proxy Statement or Registration Statement through their incorporation by reference therein. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable possible after the execution of this Agreement, Parent and the Company Norrxxx xxx Interim shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which including therein the Proxy Statement shall to be includedsent to the shareholders to each of Norrxxx xxx Interim and prospectus, in connection with the registration under the Securities 1933 Act of the shares of Parent Interim Common Stock to be issued to the stockholders holders of the Company in Norrxxx Xxxmon Stock pursuant to the Merger. Each of Parent and the Company Norrxxx xxx Interim each shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent Interim shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Interim Common Stock in pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, Norrxxx xxx Interim shall each mail the Proxy Statement to its respective shareholders. The Proxy Statement shall have been cleared by include the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of Norrxxx xxx the Company Stockholders’ Meeting and recommendation of the Parent Stockholders’ MeetingBoard of Directors of Interim in favor of the Merger unless the Board of Directors of Norrxxx xxxhdraws such recommendation as permitted by Section 8.7 hereof. No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Norrxxx xx Interim without the prior written consent approval of the other party, such consent which shall not to be unreasonably withheld. Parent and the Company Norrxxx xx Interim each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent Interim 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 Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution date of this Agreement, Parent (i) SDI shall commence a broker search under Section 14a-13 under the Exchange Act related to setting a record date for the SDI Stockholders’ Meeting and (ii) TPB and SDI shall cooperate in good faith in the Company preparation of, and shall prepare and file with jointly prepare, (1) the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting SDI Stockholder Approval (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with (2) the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. Each of TPB and SDI shall cause the Proxy Statement and the Registration Statement to comply as to form in all material respects with the Exchange Act, the Securities Act, and any other applicable Law. TPB shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of TPB and SDI shall furnish, and shall require its Representatives to furnish, all information concerning itself and its Affiliates to the other party, and provide such other assistance, as may be included, reasonably requested by the other party in connection with the registration under the Securities Act preparation, filing, and distribution of the shares Proxy Statement and the Registration Statement. SDI covenants and agrees that the information provided by SDI or its Subsidiaries to TPB for inclusion in the Proxy Statement (including SDI Financials) will not contain any untrue statement of Parent Common Stock a material fact or omit to state any material fact required to be issued stated therein or necessary in order to make such information not misleading. TPB makes no covenant, representation, or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting, and form of proxy included therewith), if any, based on information provided by SDI or its Subsidiaries or any of their Representatives specifically for inclusion therein. SDI makes no covenant, representation, or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting, and form of proxy included therewith), if any, other than with respect to the stockholders information provided by SDI or its Subsidiaries or any of their Representatives for inclusion therein. SDI and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the Company in SEC on the MergerProxy Statement, prior to the filing thereof with the SEC. Each of Parent and the Company Parties shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff, and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior practicable after it is filed with the SEC. SDI shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock SDI Stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus promptly furnish to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, Party all information concerning such consent not to Party and such Party’s Affiliates and such Party’s stockholders that may be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective required or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable reasonably requested in connection with the Merger for offering or sale in any jurisdiction, or any request action contemplated by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationthis Section 5.1.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and in any event no later than 45 days following the Company date of this Agreement, the Parties shall prepare prepare, and file Meerkat shall cause to be filed with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be includedincluded as a prospectus. Meerkat covenants and agrees that the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in connection with the registration under the Securities Act light of the shares circumstances under which they were made, not misleading. The Company covenants and agrees that the information supplied by the Company or its Subsidiaries to Meerkat for inclusion in the Proxy Statement (including the Company Financials) will not contain any untrue statement of Parent Common Stock a material fact or omit to state any material fact required to be issued stated therein or necessary in order to make such information not misleading. Notwithstanding the stockholders foregoing, Meerkat makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company in the Mergeror its Subsidiaries or any of their Representatives for inclusion therein. Each of Parent and the Company Parties shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection practicable after it is filed with the issuance of shares of Parent Common Stock in the MergerSEC. Each of Parent and the Company Parties shall furnish all information concerning it and use commercially reasonable efforts to cause the holders of its capital stock Proxy Statement to be mailed to Meerkat’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Meerkat, Merger Sub or the Company and Parent shall mail become aware of any event or information that, pursuant to the Joint Proxy/Prospectus to their respective stockholders; providedSecurities Act or the Exchange Act, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to the Meerkat stockholders.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, Parent and the Company shall Partnership will prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting Proxy Statement and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) Partnership and Parent shall will jointly prepare and Parent will file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be included, in connection with included as a prospectus. Each of the registration Partnership and Parent will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of as promptly as practicable after such filing and keep the shares of Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Parent Common Stock also agrees to be issued use commercially reasonable efforts to obtain any necessary state securities law or “Blue Sky” permits and approvals required to carry out the stockholders of the Company in the Mergertransactions contemplated by this Agreement. Each of Parent and the Company shall The Partnership will use its commercially reasonable best efforts to cause the Registration Proxy Statement to become effective be mailed to the Partnership Unitholders as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become is declared effective and under the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingSecurities Act. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Proxy Statement shall will be made by the Partnership without providing the Other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in each case, without the prior written consent of the other party, such consent not an amendment or supplement to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when either the Registration Statement has become effective or the Proxy Statement, so that either such document would not include any supplement misstatement of a material fact or amendment has been filedomit to state any material fact necessary to make the statements therein, in light of the issuance circumstances under which they were made, not misleading, the Party that discovers such information will promptly notify the Other Parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by Law, disseminated to the Partnership Unitholders. The Parties will notify each other promptly of the receipt of any stop order, comments from the suspension SEC or the staff of the qualification SEC and of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or the staff of the SEC for amendment of amendments or supplements to the Proxy Statement or the Registration Statement or comments thereon for additional information and responses thereto will supply each other with copies of (i) all correspondence between it or requests by any of its Representatives, on the one hand, and the SEC for additional informationor the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, and in any event within 21 calendar days of the date of this Agreement (or such later date as Parent and the Company may agree in writing), the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company shall and Parent will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company and Parent shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement and Proxy Statementany Other Filings. As Subject to Section 5.5 and Section 5.7, as promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties Company shall consult and cooperate with each other in determining be under no obligation to mail the appropriate time for mailing Proxy Statement to its stockholders prior to the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingNo-Shop Period Start Date. No filing of, or amendment or supplement toSubject to Section 5.7, the Proxy Statement shall be made include the recommendation of the Company Board that adoption of this Agreement by Parent or the Company, ’s stockholders is advisable and no filing of, or amendment or supplement to, that the Registration Statement shall be made by Parent, Company Board has determined that the Merger is fair to and in each case, without the prior written consent best interests of the other party, such consent not to be unreasonably withheld. Parent and Company’s stockholders (the “Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationRecommendation”).

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall cooperate and prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ") in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders shareholders of the Company in the Merger. Each , a portion of Parent and which Registration Statement shall also serve as the proxy statement (together with any amendments thereof or supplements thereto, the "Proxy Statement") relating to the Company shall use reasonable best efforts to Shareholders' Meeting. The respective parties will cause the Proxy Statement and the Registration Statement to become effective comply as promptly as practicable, and, prior to form in all material respects with the effective date applicable provisions of the Registration StatementSecurities Act, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent Exchange Act and the rules and regulations thereunder. The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Parent shall use all reasonable efforts, and the Company will cooperate with Parent, to cause the Registration Statement to become effective as promptly as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Prior to the effective date of the Registration Statement, Parent shall take all 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. Parent shall, as promptly as practicable, provide copies of any written comments received from the SEC with respect to the Registration Statement to the Company and advise the Company of any verbal comments with respect to the Registration Statement received from the SEC. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationits shareholders.

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as practicable after the execution of this Agreement, Parent and the Company and, if required, Parent shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and and, if required, the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company shall and Parent will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company and Parent shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement and Proxy Statementany Other Filings. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and and, if required, Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toSubject to Section 5.7 hereof, the Proxy Statement shall be made include the recommendation of the Company Board that adoption of this Agreement by Parent or the Company’s stockholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s stockholders (the “Company Recommendation”) and, and no filing of, or amendment or supplement toif the Parent Approval Requirement applies, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification recommendation of the Parent Common Stock issuable Board in connection with favor of the Merger for offering or sale in any jurisdiction, or any request by and the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationIssuance.

Registration Statement; Proxy Statement. The Company shall promptly prepare and file with the Commission as soon as practicable, a Registration Statement on Form S-4 (athe "Form S-4") As under the Securities Act, with respect to the Retained Surviving Corporation Shares issuable in the Merger, portions of which Registration Statement shall also serve as the proxy statement of the Company with respect to the Special Meeting (the "Proxy Statement/Prospectus"); provided that, at the Company's election, the Proxy Statement/Prospectus shall be filed as confidential proxy material and the filing of the Form S-4 shall be made at such later date prior to the clearance by the United States Securities and Exchange Commission (the "SEC") of the Proxy Statement/Prospectus as Investor shall determine. The Company will cause the Proxy Statement/Prospectus and the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. The Company shall use all reasonable efforts to have the Form S-4 declared effective by the SEC as promptly as practicable after the execution of this Agreementfiling thereof (including, Parent and without limitation, responding to any comments received from the Company shall prepare and file Commission with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements respect thereto, the “Proxy Statement”) and Parent shall prepare and file with to keep the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock effective as long as is necessary to be issued to the stockholders of the Company in consummate the Merger. Each of Parent and the The Company shall use reasonable best efforts to cause the Registration Statement to become effective shall, as promptly as practicable, andprovide to Investor copies of any written comments received from the SEC with respect to the Proxy Statement/Prospectus or the Form S-4 and advise Investor of any oral comments with respect to the Proxy Statement/Prospectus or the Form S-4 received from the SEC. Investor will cooperate with the Company in preparing the Proxy Statement/Prospectus and provide the Company with the information required to be provided by the Investor in the Proxy Statement/Prospectus. The Company shall use its best efforts to obtain, prior to the effective date of the Registration StatementForm S-4, Parent shall take all or any action reasonably required under any applicable federal or necessary state securities Laws in connection with law or "Blue Sky" permits or approvals required to carry out the issuance transactions contemplated by the Merger Agreement and will pay all expenses incident thereto. Investor agrees that none of shares of Parent Common Stock the information supplied or to be supplied by Investor for inclusion or incorporation by reference in the Merger. Each of Parent and Form S-4 or the Company shall furnish all information concerning it and Proxy Statement/Prospectus (i) in the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation case of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Special Meeting, or (ii) in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will contain an untrue statement of a material fact or omit to their respective stockholders; providedstate a material fact required to be stated therein or necessary to make the statements therein, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for circumstances under which they were made, not misleading. The Company agrees that none of the information supplied or to be supplied by the Company Stockholders’ Meeting for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus (i) in the case of the Proxy Statement/Prospectus and the Parent Stockholders’ Meeting. No filing of, or each amendment or supplement tothereto, at the time of mailing thereof and at the time of the Special Meeting, or, (ii) in the case of the Form S-4 or any amendment or supplement thereto, at the time it is filed or becomes effective, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of the foregoing, it is understood and agreed that information concerning or related to Investor or Sub will be deemed to have been supplied by Investor and information concerning or related to the Company shall be deemed to have been supplied by the Company. No amendment or supplement to the Proxy Statement shall Statement/Prospectus will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent Investor which will not to be unreasonably withheld. Parent and the The Company each shall will advise the other, Investor promptly after it receives notice thereof, of the time when the Registration Statement Form S-4 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 Parent Common Stock Retained Surviving Corporation Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As Parent will, as promptly as practicable after the execution of this Agreement-------------------------------------- practicable, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"S-4 Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"), in which the Proxy Statement shall be includedcontaining a proxy statement/prospectus, in -------------------------- connection with the registration under the Securities Act of the shares issuance of the Parent Common Stock to be issued to the stockholders Shares upon conversion of the Company Shares and the other transactions contemplated hereby. The Company and Parent will, as promptly as practicable, prepare and file with the SEC a proxy statement that will be the same proxy statement/prospectus contained in the MergerS-4 Registration Statement and a form of proxy, in connection with the vote of the Company's stockholders with respect to the Merger (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, is herein called the "Proxy Statement"). Each of The Company --------------- and Parent will, and will cause their accountants and lawyers to, use their reasonable best efforts to have or cause the S-4 Registration Statement declared effective as promptly as practicable, including, without limitation, causing their accountants to deliver necessary or required instruments such as opinions, consents and certificates, and will take any other action required or necessary to be taken under federal or state securities laws or otherwise in connection with the registration process. The Company shall will use its reasonable best efforts to cause the Registration Proxy Statement to become effective as promptly as practicable, and, prior be mailed to its stockholders at the earliest practicable date and will coordinate and cooperate with Parent with respect to the effective date timing of the Registration Statement, Company Stockholder Meeting and will use its reasonable best efforts to hold the Company Stockholder Meeting as soon as practicable after the date hereof. Parent shall also take all or any action reasonably required to be taken under any applicable federal state blue sky or state other securities Laws laws in connection with the issuance of shares of Parent Common Stock Shares in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC Commission as soon as practicable after the date hereof a registration statement Registration Statement (the "Registration Statement") on Form S-4 (together under the Securities Act, as amended, with all amendments thereto, respect to the “Registration Statement”; the prospectus contained Parent Common Stock issuable in the Merger, which Registration Statement together with shall also serve as a "Proxy Statement" for purposes of obtaining the approval of Parent's stockholders of this Agreement and a "Proxy Statement/Prospectus" for purposes of obtaining the approval of the Company's stockholders of this Agreement. Parent will cause the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent Prospectus and the Company shall use reasonable best efforts to cause the Registration Statement to become comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use all reasonable efforts to have the Registration Statement declared effective by the Commission as promptly as practicable, and. Parent shall use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or necessary state securities Laws in connection with law or "Blue Sky" permits or approvals required to carry out the issuance of shares of transactions contemplated by this Agreement, and Parent Common Stock in the Mergerwill pay all expenses incident thereto. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of agrees that the Registration Statement and Proxy Statement. As promptly as reasonably practicable after each amendment or supplement thereto at the Registration Statement shall have become effective time of mailing thereof and at the Proxy Statement shall have been cleared by time of the SEC, meeting of stockholders of the Company and or of Parent shall mail will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Joint Proxy/Prospectus to their respective stockholdersstatements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the parties foregoing shall consult not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Parent in reliance upon and cooperate in conformity with written information concerning the Company furnished to Parent by the Company specifically for use in the Registration Statement. The Company agrees that the written information concerning the Company provided by it for inclusion in the Registration Statement and each other in determining amendment or supplement thereto, at the appropriate time for of mailing thereof and at the Joint Proxy/Prospectus time of the meeting of the stockholders of the Company or of Parent, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingcircumstances under which they were made, not misleading. No filing of, or amendment or supplement to, to the Proxy Registration Statement shall will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent approval of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall will advise the otherCompany, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filednotice, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC any state securities regulating authority for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto Statement, or requests by the SEC any state securities regulatory authority for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable On or before the later of (X) thirty (30) days after the execution date of this Agreement, Parent and or (Y) ten (10) days after Company’s receipt of the Company F-Star Financials, (i) Company, in cooperation with F-Star, shall prepare and file with the SEC a joint preliminary proxy statement relating to the Company Stockholders’ Meeting and to be held in connection with the Parent Stockholders’ Meeting Contemplated Transactions (the definitive form of such proxy statement, together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent (ii) Company, in cooperation with F-Star, shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/ProspectusForm S-4”), in which the Proxy Statement shall be includedincluded as a part (the Proxy Statement and the Form S-4, collectively, the “Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Company Common Stock to be issued in the Contemplated Transactions. Company will, reasonably promptly following the receipt thereof, make available to F-Star any SEC correspondence related to the stockholders of the Company in the MergerRegistration Statement. Each of Parent Company and the Company F-Star shall use their commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent and shall take all or any action reasonably required under any applicable federal or state federal, state, securities Laws and other Legal Requirements in connection with the issuance of shares of Parent Company Common Stock in the MergerContemplated Transactions. Each of Parent Company, F-Star and the Company Sellers shall furnish all information concerning it such Party, such Party’s Subsidiaries and such Party’s directors, executive officers and shareholders, as applicable, to the holders of its capital stock other parties as the other parties may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As Company covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. F-Star covenants and agrees that the information supplied by F-Star to Company for inclusion in the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Company makes no covenant, representation or warranty with respect to statements made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by or on behalf of F-Star or any of its Representatives for inclusion therein. Company shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable (but within five (5) Business Days) after the Registration Statement shall have become is declared effective and the Proxy Statement shall have been cleared by the SEC. If 61 Company or F-Star become aware of any event or information that, pursuant to the Company Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement, then such party shall promptly inform the other parties thereof and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each such other parties in determining filing such amendment or supplement with the appropriate time for SEC and, if appropriate, in mailing the Joint Proxy/Prospectus in light of the date set for such amendment or supplement to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this AgreementAgreement (but in no event later than May 15, Parent and 2019), the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the information provided by Parent or its Subsidiaries to the Company for inclusion in the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to the Parent stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company or its Subsidiaries to Parent for inclusion in the Proxy Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, (i) Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or its Subsidiaries or any of their Representatives specifically for inclusion therein and (ii) the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the written information provided by the Company or its Subsidiaries or any of their Representatives for inclusion therein. Parent and its legal counsel shall be includedgiven reasonable opportunity to review and comment on the Proxy Statement, in connection including all amendments and supplements thereto, prior to the filing thereof with the registration under SEC, and on the Securities Act response to any comments of the shares of Parent Common Stock to be issued SEC on the Proxy Statement, prior to the stockholders of filing thereof with the Company in the MergerSEC. Each of Parent and the Company Parties shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to practicable after it is filed with the effective date of the Registration Statement, SEC. Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with use commercially reasonable efforts to cause the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock Proxy Statement to be mailed to Parent’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Parent, Merger Sub or the Company and Parent shall mail become aware of any event or information that, pursuant to the Joint Proxy/Prospectus to their respective stockholders; providedSecurities Act or the Exchange Act, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement. (a) As Parent promptly as practicable after shall prepare and shall file with the execution of this Agreement, Parent SEC and the American Stock Exchange a registration statement on Form S-4 under the Securities Act (the registration statement, together with the amendments thereto, being the "Registration Statement"), containing a proxy statement/prospectus, in connection with the registration of the Parent Common Stock to be issued in the Merger. The Company promptly shall prepare and file with the SEC a joint proxy statement relating that will be the same proxy statement/prospectus contained in the Registration Statement, and a form of proxy with respect to the meeting of the stockholders of the Company Stockholders’ Meeting in connection with the Merger and the Parent Stockholders’ Meeting other transactions contemplated by this Agreement (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the “form or forms mailed to such stockholders, being the "Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable its best efforts to (i) cause the Registration Statement to become effective as promptly as practicable, and, prior practicable after such filing and (ii) cause the Proxy Statement to the effective date be mailed to stockholders of the Registration Statement, Company at the earliest practicable date. Parent shall take all or any action reasonably required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statementactions. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the The Proxy Statement shall be made by Parent or include the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent recommendation of the other party, such consent not to be unreasonably withheld. Parent and Board of Directors of the Company each shall advise the other, promptly after it receives notice thereof, in favor of the time when Merger subject to the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable terms and conditions set forth in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationSection 5.6.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and (i) the Company shall prepare and file shall cause to be filed with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") relating to the meeting of the Company's stockholders to be held to consider the adoption of this Agreement and Parent the approval of the Merger, (ii) Buyer shall prepare and file with the SEC a registration statement on Form S-4 the appropriate form (together with all amendments thereto, the “"Share Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock Buyer Shares to be issued to the stockholders of the Company pursuant to the Merger and (iii) Buyer shall prepare and file with the SEC a registration statement on the appropriate form (together with all amendments thereto, the "Option Registration Statement," and together with the Share Registration Statement, the "Registration Statement") in which the MergerProxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Buyer Shares to the issued upon exercise of the Substituted Options, it being understood that the Option Registration Statement shall be considered filed as promptly as practicable if it is filed by Buyer within at least two (2) business days following the Effective Time. In addition to the foregoing, Buyer shall make such other appropriate filings and deliveries as may be required by applicable law (including any applicable prospectus delivery requirements thereof). Each of Parent Buyer and the Company shall use its reasonable best efforts to cause the Registration Statement to become effective at such time as promptly as practicablethey shall agree, and, prior to the effective date of the Registration Statement, Parent Buyer shall use reasonable best efforts to take all or any action reasonably required under any applicable federal Federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in Buyer Shares pursuant to the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared If requested by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting Forward Merger and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement Reverse Merger shall be made by Parent or submitted to the Company, and no filing of, or amendment or supplement to, 's stockholders at the Registration Statement shall be made by Parent, Stockholders' Meeting (as defined in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.Section 6.2)

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC a joint preliminary proxy statement materials relating to the meeting of the holders of shares of Company Stockholders’ Meeting and Class A Stock to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “"Proxy Statement”) "). As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent of all information required to be contained therein, the Company and Parent shall prepare and file with the SEC a registration statement on Form S-4 Sat (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”Statements"), in which the Proxy Statement shall be included, included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders holders of the shares of Company in Common Stock pursuant to the Merger. Each of Parent and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent and shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the The Proxy Statement shall be made by Parent or include the unanimous recommendation of the Board of Directors of the Company in favor of the Merger, unless otherwise necessary due to the applicable fiduciary duties of the directors of the Company, and no filing of, or amendment or supplement to, as determined by such directors in good faith after consultation with independent legal counsel (who may be the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany's regularly engaged independent legal counsel).

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, WAG, Parent and the Company shall prepare jointly prepare, and the Company, WAG and Parent shall file with the SEC SEC, a joint proxy statement relating to document or documents that will constitute (i) the Company Stockholders’ Meeting and prospectus forming part of the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of WAG and Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of WAG Common Stock or the Parent Common Stock to be issued to the Company's stockholders pursuant to the Merger and (ii) the proxy statement or information statement with respect to the Merger relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS' MEETING") and WAG's or Parent's stockholders, as the case may be (the "PARENT STOCKHOLDERS' MEETING"), to be held to consider approval of this Agreement and the Merger contemplated hereby, in the case of the Company Stockholders' Meeting, and approval of the issuance of Parent Common Stock or WAG Common Stock, as the case may be, in the Merger. Each of Parent , and the approval of an increase in the authorized WAG Common Stock or Parent Common Stock (after the Holding Company Reorganization) to 100,000,000 shares (such increase, the "Capital Increase"), in the case of the Parent Stockholders' Meeting (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Proxy Statement shall be provided to Nasdaq in accordance with its rules. If applicable, each of the parties hereto shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of WAG Common Stock or Parent Common Stock in pursuant to the Merger. Each of WAG, Parent and or the Company Company, as the case may be, shall furnish all information concerning it and WAG, Parent or the holders of its capital stock Company as the other parties may reasonably request in connection with such actions and the preparation of the Registration Statement Statement, if applicable, and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toRegistration Statement, the Proxy Statement shall be made by mailed to the stockholders of the Company and of Parent or WAG, as applicable. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of Nasdaq and (iv) the Delaware General Corporation Law. (b) The Proxy Statement shall include (i) subject to the fiduciary duties of the Board of Directors of the Company, (A) the approval of the Merger and no filing ofthe recommendation of the board of directors of the Company to the Company's stockholders that they vote in favor of approval of this Agreement and the Merger contemplated hereby, and (B) the Company Fairness Opinion, and (ii) subject to the fiduciary duties of the Board of Directors of WAG or Parent, as the case may be, (A) the approval of the issuance of Parent Common Stock or WAG Common Stock, as the case may be, in the Merger and the Capital Increase and the recommendation of the board of directors of WAG or Parent to WAG's or Parent's stockholders, as applicable, that they vote in favor of issuance of shares of Parent Common Stock or WAG Common Stock, as the case may be, in the Merger and the Capital Increase, and (B) the Parent Fairness Opinion. (c) No amendment or supplement toto the Proxy Statement, if applicable, or the Registration Statement shall be made by Parentwithout providing the other parties the opportunity to review and comment thereon. If applicable, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each parties hereto shall advise the otherother parties hereto, promptly after it 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, of the suspension of the qualification of the WAG Common Stock or the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or Nasdaq for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (d) None of the information supplied by the Company for inclusion or incorporation by reference in the Registration Statement, if applicable, or the Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of WAG or Parent in connection with the Parent Stockholders' Meeting, and to stockholders of the Company in connection with the Company Stockholders' Meeting, at the time of the Company Stockholders' Meeting, and at the time of the Parent Stockholders' Meeting, and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that should be set forth in an amendment or a supplement to the Registration Statement, if applicable, or Proxy Statement, the Company shall promptly inform Parent and an appropriate amendment or supplement shall promptly be filed with the SEC. All documents that the Company is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of Nasdaq, the Delaware General Corporation Law, the Securities Act and the Exchange Act. (e) None of the information supplied by WAG or Parent for inclusion or incorporation by reference in the Registration Statement, if applicable, or the Proxy Statement shall, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders of WAG or Parent in connection with the Parent Stockholders' meeting, and to stockholders of the Company in connection with the Company Stockholders' Meeting, at the time of the Company Stockholders' Meeting and at the time of the Parent Stockholders' Meeting, and (B) in the case of the Registration Statement, when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to WAG or Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Parent shall promptly inform the Company and an appropriate amendment or supplement shall promptly be filed with the SEC. All documents that WAG or Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and regulations of Nasdaq, the Delaware General Corporation Law, the Securities Act and the Exchange Act. SECTION 7.02.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and shall file with the SEC a joint proxy statement relating to document or documents that will constitute (i) the Company Stockholders’ Meeting and prospectus forming part of the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to Company's shareholders pursuant to the stockholders Merger and (ii) the proxy statement with respect to the Merger relating to the special meeting of Company's shareholders to be held to consider approval and adoption of this Agreement and the Merger (the "Company Shareholders' Meeting") (together with any amendments thereto, the "Proxy Statement"). Copies of the Company Proxy Statement shall be provided to the NNM in the Mergeraccordance with its rules. Each of Parent and the Company parties hereto shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and or Company, as the Company case may be, shall furnish all information concerning it and the holders of its capital stock Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Each of Parent and Company shall notify the other of the receipt of any comments from the SEC on the Registration Statement and the Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toRegistration Statement, the Proxy Statement shall be made by Parent or mailed to the shareholders of Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent . Each of the other party, such consent not to be unreasonably withheld. Parent and the Company each parties hereto shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of cause the Proxy Statement or to comply as to form and substance as to such party in all material respects with the Registration Statement or comments thereon applicable requirements of (i) the Exchange Act, (ii) the Securities Act and responses thereto or requests by (iii) the SEC for additional informationrules and regulations of the NNM.

Registration Statement; Proxy Statement. (a) As The Company and Buyer will, as promptly as practicable after the execution of this Agreementhereafter, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating statement/prospectus and form of proxy, in connection with the vote of the Company's shareholders with respect to the Company Stockholders’ Meeting Arrangement, and the Parent Stockholders’ Meeting issuance of the Buyer Stock and Buyer Rights pursuant to this Agreement (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the “form or forms mailed to the Company's Shareholders, is herein called the "Proxy Statement”) and Parent shall /Prospectus"). Buyer will, as promptly as practicable, prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"S-4 Registration Statement”; the prospectus contained in the Registration Statement together with "), containing the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the United States Securities Act of 1933, as amended (the "Act") of the shares of Parent Common the Buyer Stock to be issued to the stockholders and Buyer Rights issuable upon exchange of the Company in the MergerStock. Each of Parent The Company and the Company shall Buyer will, and will cause their accountants and legal counsel to, use reasonable their best efforts to have or cause the S-4 Registration Statement to become declared effective as promptly as practicable, andincluding, prior without limitation, causing their accountants to the effective date of the Registration Statementdeliver necessary or required instruments such as opinions and certificates, Parent shall and will take all any other action required or any action reasonably required necessary to be taken under any applicable United States federal or state securities Laws laws or otherwise in connection with the issuance of shares of Parent Common Stock in registration process. The Company will use its best efforts to cause the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that be mailed to shareholders of the parties shall consult Company at the earliest practicable date after approval by the Court of the First Motion and cooperate with each other in determining to hold the appropriate time for mailing Company Shareholders Meeting as soon as practicable after approval by the Joint ProxyCourt of the First Motion. The Proxy Statement/Prospectus will, when prepared pursuant to this Section 8.2 and mailed to the Company's Shareholders, to the extent required by the SEC be substantially in light accordance with the requirements of Regulation 14A under the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingExchange Act. No filing of, of or amendment or supplement to, to the Proxy S-4 Registration Statement shall will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Buyer without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and providing the Company each shall with the opportunity to review and comment thereon. Buyer will advise the other, Company promptly after it receives received notice thereofthereby, of the time when the S-4 Registration Statement has become effective or any amendment or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Buyer Stock issuable in connection with the Merger Arrangement for offering or sale in any jurisdiction, jurisdiction or any request by the SEC for amendment of the Proxy Statement Statement/Prospectus or the S-4 Registration Statement or comments thereon and responses thereto or and requests by the SEC for additional information. The Proxy Statement/Prospectus and the S-4 Registration Statement shall not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading. In the Proxy Statement/Prospectus, the Company's Board of Directors shall state that the directors permitted to vote thereon unanimously recommend that shareholders of the Company approve the Arrangement, unless based upon the written advice of its Israeli counsel that such recommendation is not consistent with its fiduciary obligations, in which case the Company's Board of Directors shall make no recommendation with regard to the Arrangement, this Agreement or any other Acquisition Proposal (as defined in Section 8.6). Each party shall use its best effort to cause its respective outside accounting firms to conduct customary agreed upon procedures with respect to the Proxy Statement/Prospectus and deliver written reports thereon, dated no earlier than five (5) business days prior to the effective date of the Proxy Statement/Prospectus.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent (i) Romarco and the Company Western shall prepare and file with the SEC a joint proxy statement to be sent to (A) the shareholders of Western relating to the Company Stockholders’ Meeting meeting of Western's shareholders (the "Western Shareholders' Meeting") to be held to consider approval and adoption of this Agreement, and (B) the Parent Stockholders’ Meeting shareholders of Romarco relating to the meeting of Romarco's shareholders (the "Romarco Shareholders' Meeting" and, together with any amendments thereof or supplements theretothe Western Shareholders' Meeting, the “"Shareholders' Meetings") to be held to consider approval of the Romarco Transactions, or any information statement to be sent to such shareholders, as appropriate (such proxy statement, management information circular or information statement, as amended or supplemented, being referred to herein as the "Proxy Statement”") and Parent (ii) Romarco shall prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Romarco Common Stock to be issued to the stockholders shareholders of the Company in Western pursuant to the Merger. Each of Parent Romarco will use its reasonable efforts to cause the Romarco Common Stock issued pursuant to the merger to be "freely tradeable" in British Columbia, Alberta and the Company Ontario. Romarco and Western each shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent Romarco shall take all or any action reasonably required under any applicable federal federal, state or state provincial securities Laws laws in connection with the issuance of shares of Parent Romarco Common Stock in pursuant to the Merger. Each of Parent Romarco and the Company Western shall furnish to each other all information concerning it and the holders of its capital stock business as the each other party may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of Romarco and Western shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationits shareholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company Company, with the assistance of Parent, shall prepare and file with the SEC a joint preliminary proxy statement materials relating to the meeting of the holders of shares of Company Stockholders’ Meeting and Common Stock to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “"PROXY STATEMENT"). Parent shall furnish all financial and other information relating to it as the Company may reasonably request in connection with the preparation of the Proxy Statement”) . As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent shall of all information required to be contained therein, Parent shall, with the assistance of the Company, prepare and file with the SEC a registration statement on Form S-4 F-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock ADSs to be issued to the stockholders holders of the shares of Company in Common Stock pursuant to the Merger. Each of Parent and the The Company shall use all commercially reasonable best efforts to have the Proxy Statement cleared by the staff of the SEC and Parent shall use all commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent and shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after The information to be supplied by Parent Bank and Parent for inclusion in the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy registration statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued pursuant to this Agreement (the stockholders of “Registration Statement”) will not, at the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause time the Registration Statement is declared effective, contain any untrue statement of a material fact or omit to become effective as promptly as practicable, and, prior state any material fact required to be stated therein or necessary in order to make the effective date of statements therein not misleading. The information to be supplied in writing by Parent Bank and Parent for inclusion in the Registration prospectus/proxy statement (“Proxy Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws ”) in connection with the issuance of shares of Parent Common Stock Company Stockholders’ Meeting (as defined in Section 1.4(c)) will not, on the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and date the Proxy Statement shall have been cleared by the SEC, (or any amendment thereof or supplement thereto) is first mailed to the Company stockholders, and Parent shall mail at the Joint Proxy/Prospectus to their respective stockholders; providedtime of the Company Stockholders’ Meeting, howevercontain any statement that, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set circumstances under which it is made, is or will be false or misleading with respect to any material fact, omits or will omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omits or will omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders’ Meeting and that has become false or misleading. If, at any time prior to the Parent Company Stockholders’ Meeting. No filing of, any event relating to Parent Bank, Parent or amendment any of their affiliates, officers or supplement to, the Proxy Statement shall be made directors is discovered by Parent Bank or the Company, and no filing of, or Parent that should be set forth in an amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon a supplement to the Proxy Statement, Parent Bank or Parent will promptly inform Company and responses thereto such amendment or requests by supplement will be promptly filed with the SEC and, as required by law, promptly disseminated to Company stockholders. Notwithstanding the foregoing, Parent Bank and Parent make no representation or warranty with respect to any information supplied in writing by Company for additional informationinclusion in and that is contained in the Registration Statement or the Proxy Statement. The Proxy Statement and the Registration Statement will (with respect to Parent Bank and Parent and the Parent Subsidiaries and their respective affiliates and officers) comply in all material respects as to form and substance with the requirements of the Exchange Act, the Securities Act, and the rules and regulations thereunder.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECdate hereof, SPAC, the Company and Parent NewCo shall mail prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), and NewCo shall file with the Joint Proxy/Prospectus SEC, a registration statement on Form F-4 relating to their respective stockholdersthe Transactions (the “Registration Statement / Proxy Statement”) (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus which will be included therein as a prospectus with respect to NewCo and which will be used as a proxy statement with respect to the SPAC Shareholders Meeting to adopt and approve the Transaction Proposals (as defined below) and other matters reasonably related to the Transaction Proposals, all in accordance with and as required by SPAC’s Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq Capital Market). Each of SPAC, NewCo and the Company shall use its reasonable best efforts to: (i) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC; (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (iii) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (iv) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the Transactions. Each of SPAC, NewCo and the Company shall promptly furnish the other all information concerning such Party, its Subsidiaries, Representatives and shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 6.01; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light none of the date set for SPAC, NewCo nor the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made use any such information for any purposes other than those contemplated by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without this Agreement unless: (A) such Party obtains the prior written consent of the other party, to such use (which consent shall not to be unreasonably withheld, conditioned or delayed); or (B) to the extent that use of such information is required to avoid violation of applicable Law. Parent and NewCo shall promptly advise the Company each shall advise the other, promptly after it receives notice thereof, and SPAC of the time when of effectiveness of the Registration Statement has become effective or any supplement or amendment has been filed/ Proxy Statement, of the issuance of any stop order, order relating thereto or the suspension of the qualification of the Parent Common Stock issuable in connection with securities covered by the Merger Registration Statement / Proxy Statement for offering or sale in any jurisdiction, and each of NewCo, SPAC and the Company shall use its reasonable best efforts to have any such stop order or any request by the SEC for amendment of the Proxy Statement suspension lifted, reversed or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationotherwise terminated.

Registration Statement; Proxy Statement. (a) As promptly as practicable after following the execution date of this Agreement, Parent Milan and the Company shall jointly prepare a draft of the registration statement on Form F-4 (together with any amendments thereof or supplements thereto, the “Form F-4”) and file with the SEC a joint proxy statement relating to the Company Stockholders’ Stockholder Meeting and to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) included therein (such Proxy Statement and Parent the Form F-4, and any amendments or supplements thereto, collectively, the “Registration Statement”). Once such draft is in a form reasonably acceptable to all Parties, (i) the Company shall file with the SEC (as part of the Registration Statement) the Proxy Statement relating to the Company Stockholder Meeting to be held in connection with the Merger, (ii) Milan, in cooperation with the Company, shall file with the SEC the Registration Statement in which the Proxy Statement will be included as a prospectus in connection with the registration under the Securities Act of Milan Depositary Shares (and the Milan Ordinary Shares underlying such Milan Depositary Shares) to be issued by virtue of the Merger, (iii) to the extent necessary, Milan shall cause the Depositary to prepare and file with the SEC, no later than the date prescribed by the rules and regulations under the Securities Act, a registration statement, or pre-effective or post-effective amendment thereto, as applicable, on Form F-6 (the “Form F-6”) with respect to the registration under the Securities Act of the Milan Depositary Shares to be issued by virtue of the Merger and the change in Milan’s SEC reporting status, and (iv) Milan, in cooperation with the Company, shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with 8-A relating to the registration under the Securities Exchange Act of the shares of Parent Common Stock Milan Depositary Shares to be issued to the stockholders by virtue of the Company in the Merger. Each of Parent Milan and the Company shall use their commercially reasonable best efforts to (A) cause the Registration Statement to become effective as promptly as practicable, and(B) promptly notify the other of, prior to the effective date cooperate with each other with respect to, and respond promptly to, any comments of the Registration StatementSEC or its staff, Parent shall and (C) take all or any action reasonably required under any applicable federal or state federal, state, securities and other Laws in connection with the issuance of shares of Parent Common Stock in Milan Depositary Shares pursuant to the Merger. Each of Parent and the Company Parties shall furnish all information concerning it itself and their Affiliates, as applicable, to the holders of its capital stock other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As Milan shall prepare any prospectus, admission or listing document or other similar document with respect to the Contemplated Transactions required to be filed or published by or on behalf of Milan under applicable foreign Law as promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared requirement to prepare such document is notified by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus Milan to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall such notification to be made promptly after the receipt of legal advice by ParentMilan that the preparation of such document is required under applicable foreign Law. Notwithstanding anything herein to the contrary, in each case, without nothing herein shall require Milan to register the prior written consent Milan CVRs with the SEC or obtain the listing of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective Milan CVRs on any national securities exchange or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationmarket.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Porter Bancorp agrees to prepare, pursuant to all applicable laxx, rules and regulations, the execution of this AgreementRegistration Statement, Parent and the Company shall prepare and file to be filed by Porter Bancorp with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, Commission in connection with the registration issuancx xx Porter Bancorp Shares as part of the Merger Consideration (includinx xxx Proxy Statement and all related documents). Company agrees to cooperate with Porter Bancorp, its legal counsel and its accountants, in the preparxxxxx of the Registration Statement and the Proxy Statement; and provided that Company has cooperated as required above, Porter Bancorp agrees to file the Registration Statement, which wixx xxxlude the Proxy Statement and a prospectus in respect of the Porter Bancorp Shares to be issued as part of the Merger Consideraxxxx (together, the "Proxy Statement/Prospectus") with the Commission as promptly as reasonably practicable. Porter Bancorp and Company shall cause the Proxy Statement/Prospectux xx xomply as to form and substance in all material respects with the applicable requirements of the Exchange Act, the Securities Act, and the rules and regulations of the NASDAQ Global Market. Each of Company and Porter Bancorp agrees to use all commercially reasonable efforts to xxxxx the Registration Statement, including the Proxy Statement/Prospectus, to be declared effective under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, andreasonably practicable after the filing thereof. Porter Bancorp also agrees to use commercially reasonable efforxx xx obtain, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or necessary state securities Laws law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to promptly furnish to Porter Bancorp all information concerning Company and Company's officxxx, directors and shareholders as may be reasonably requested in connection with the issuance of shares of Parent Common Stock in the Mergerforegoing. Each of Parent Porter Bancorp and the Company shall furnish all information concerning it and the holders of its capital stock as promptly notify the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance upon rexxxxx of any stop order, comments from the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering Commission or sale in any jurisdiction, its staff or any request by from the SEC Commission or its staff for amendment of the Proxy Statement amendments or supplements to the Registration Statement or the Proxy Statement/Prospectus and shall promptly provide the other with copies of all correspondence between it and its representatives, on the one hand, and the Commission and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto), filing or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto), or responding to any comments thereon of the Commission with respect thereto, each of Porter Bancorp and responses thereto Company, as the case may be, (i) shall provide xxx xther party with a reasonable opportunity to review and comment on such document or requests response and (ii) shall include in such document or response all comments reasonably proposed by such other party. The Proxy Statement/Prospectus shall, on the SEC for additional informationdate of mailing of the Proxy Statement/Prospectus and any amendments or supplements thereto, and at the time of the Shareholders Meeting, conform in all material respects to the requirements of the Securities Laws and the applicable rules and regulations promulgated thereunder. Company shall cause the Proxy Statement/Prospectus to be mailed to Company shareholders in accordance with all applicable notice requirements under the Securities Laws, the KBCA and the rules and regulations of the NASDAQ Global Market and shall solicit proxies from holders of Company Common Shares with respect to the vote on this Agreement and the transactions contemplated hereby at the Shareholders Meeting and shall take all other action reasonably necessary to secure the Company Requisite Vote.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company (i) Terrain shall prepare and file with the SEC (but no later than seventeen (17) Business Days following the date hereof) a joint proxy statement relating to the Company Stockholders’ Terrain Stockholder Meeting and to be held in connection with the Parent Stockholders’ Meeting Contemplated Transactions (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent (ii) Terrain, in cooperation with the Company, shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/ProspectusForm S-4”), in which the Proxy Statement shall be includedincluded as a part (the Proxy Statement and the Form S-4, collectively, the “Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Terrain Common Stock to be issued by virtue of the Merger in exchange for Company Common Stock (including any shares of Company Common Stock issued pursuant to the stockholders of the Company in the MergerPre-Closing Financing). Each of Parent Terrain and the Company shall use their commercially reasonable best efforts to cause the Registration Statement to become be declared effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent and shall take all or any action reasonably required under any applicable federal or state federal, state, securities and other Laws in connection with the issuance of shares of Parent Terrain Common Stock in pursuant to the Merger. Each of Parent and the Company Parties shall furnish all information concerning it itself and their Affiliates, as applicable, to the holders of its capital stock other Parties as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As Terrain shall provide the Company with copies of any written comments, and shall inform the Company of any oral comments, that Xxxxxxx receives from the SEC or its staff with respect to the Registration Statement promptly as reasonably practicable after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff or and any amendment to the Registration Statement in response thereto prior to filing such amendment. If Terrain or the Company becomes aware that any information contained in the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, false or misleading in any material respect or that the parties Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall consult promptly inform the other Parties and cooperate with each other in determining (ii) Terrain, on the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting one hand, and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of on the other partyhand, shall cooperate and mutually agree upon (such consent agreement not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when withheld or delayed) an amendment or supplement to the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationStatement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Neither the execution Schedule 14D-9 nor any of this Agreement, Parent and the information supplied or to be supplied by the Company shall prepare and file in writing for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Registration Statement on Form S-4 to be filed with the SEC a joint proxy statement relating to by Parent in connection with the Company Stockholders’ Meeting and issuance of Parent Common Stock in the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”"REGISTRATION STATEMENT") and Parent shall prepare and file with or (iii) the SEC a registration proxy and/or information statement on Form S-4 relating to the meeting of the Company's stockholders (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall "COMPANY STOCKHOLDERS' MEETING") to be included, held in connection with the registration under Merger (the Securities Act "PROXY STATEMENT" and, together with the Registration Statement, the "PROXY STATEMENT/PROSPECTUS") will, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the shares Offer Documents, at the date they or any amendments or supplements thereto are mailed to Stockholders, (B) in the case of Parent Common Stock the Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are mailed to be issued to stockholders, at the stockholders time of the Company Stockholders' Meeting and at the Effective Time and (C) in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date case of the Registration Statement, Parent shall take all when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit to state any action reasonably material fact required under any applicable federal to be stated therein or state securities Laws necessary in connection with order to make the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECstatements therein, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for circumstances under which they are made, not misleading. The Proxy Statement and Schedule 14D-9 will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company Stockholders’ Meeting and or any of its respective affiliates, officers or directors should be discovered by the Parent Stockholders’ Meeting. No filing of, or Company which should be set forth in an amendment or supplement toto the Registration Statement, Offer Documents or the Proxy Statement/Prospectus, the Proxy Statement Company shall be made promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, Merger Sub which is contained in each case, without the prior written consent any of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationforegoing documents.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and the Company shall file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the MergerMerger Consideration. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, Each of the Company and Parent shall mail use its commercially reasonable efforts to have the Joint Proxy/Prospectus Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to their respective stockholders; provided, however, that do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the parties shall consult issuance of Parent Common Stock in the Merger and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting shall furnish all information concerning the Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. The Company and Parent Stockholders’ Meetingshall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Registration Statement or the Proxy, as the case may be, received from the SEC. No filing of, or Parent shall provide the Company with a reasonable opportunity to review and comment on any amendment or supplement toto the Registration Statement prior to filing such with the SEC and shall consider all comments proposed by the Company in good faith. Except as required by applicable Law, no amendment or supplement (including incorporation by reference) to the Proxy Statement shall be made by Parent without the approval of Parent, which approval shall not be unreasonably withheld or delayed. Prior to the Company, and no filing of, or mailing of any amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or responding to any comments thereon and responses thereto or requests by of the SEC for additional informationor the staff of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall include in such document or response all comments reasonably proposed by Parent.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ ' Meeting and the Parent Stockholders’ Shareholders' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”"; the prospectus contained in the Registration Statement together with the Proxy Statement, the “"Joint Proxy/Prospectus”"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock Shares to be issued to the stockholders of the Company in the Mergeras Merger Consideration. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock Shares in the MergerMerger or the registration or qualification thereof. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholdersshareholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ ' Meeting and the Parent Stockholders’ Shareholders' Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent the Company or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of providing the other partyparty a reasonable opportunity to review and comment thereon, such consent not to which comments shall be unreasonably withheldconsidered in good faith. Parent and the Company each shall advise the otherCompany, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of any request by the SEC for amendment of the Registration Statement or comments thereon and responses thereto and requests by the SEC for additional information, of the issuance of any stop order, or the suspension of the qualification of the Parent Common Stock Shares issuable in connection with the Merger for offering or sale in any jurisdiction. Parent and the Company shall each advise the other, or promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company Shareholder Approvals. NCBC -------------------------------------------------------------- shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy StatementSEC, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use its reasonable best efforts effort to cause the Registration Statement to become effective as promptly as practicable, and, prior to under the effective date of the Registration Statement, Parent shall 1933 Act and take all or any action reasonably required to be taken under any the applicable federal state Blue Sky or state securities Securities Laws in connection with the issuance of the shares of Parent NCBC Common Stock in upon consummation of the Merger. Each of Parent and the Company FFC shall furnish all information concerning it and the holders of its capital stock as the other NCBC may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statementaction. As promptly FFC shall call a shareholders' meeting, to be held as soon as reasonably practicable after the Registration Statement shall have become is declared effective and the Proxy Statement shall have been cleared by the SEC, for the Company purpose of voting upon approval of this Agreement and Parent the Plan of Merger and such other related matters as its deems appropriate. In connection with the shareholders' meeting, (i) NCBC and FFC shall prepare a Proxy Statement (which shall be included in the Registration Statement with the SEC) and mail such Proxy Statement to the Joint Proxy/Prospectus shareholders of FFC, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of FFC shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to their respective stockholders; provided, however, that shareholders the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light approval of the date set matters submitted for approval, and (iv) the Company Stockholders’ Meeting Board of Directors and officers of FFC shall (subject to compliance with their fiduciary duties as advised by counsel) use all reasonable effort to solicit and obtain such approval and adoption and shall not recommend or present for shareholder consideration in any manner any other Acquisition Proposal. FFC shall have no duty to disclose its Shareholder list to NCBC. FFC shall have the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, right to mail the Proxy Statement shall be made by Parent or to its Shareholders, except that FFC agrees that the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent use of the other party, such consent not a commercial mailing service to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of mail the Proxy Statement or is acceptable to FFC unless the Registration Statement or comments thereon and responses thereto or requests by use thereof appears reasonably likely to disclose the SEC for additional informationlist of FFC's Shareholders to NCBC.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent (i) Xxxxxx Xxxxxxx and the Company Halter Marine shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting meetings of Halter Marine's stockholders and Xxxxxx Xxxxxxx'x stockholders to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent (ii) Xxxxxx Xxxxxxx shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Xxxxxx Xxxxxxx Common Stock to be issued to the stockholders of the Company in Halter Marine pursuant to the Merger. Each of Parent Friede Goldman and the Company shall Halter Marine will use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent Friede Goldman shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Friede Goldman Common Stock in the Merger. Each of Parent Friede Goldman and the Company Halter Marine shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of Friede Goldman and Halter Marine shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their its respective stockholders; provided, however, that . The Proxy Statement shall include the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of each of Friede Goldman and Halter Marine in favor of the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingMerger, except as otherwise provided in Section 6.04(b) or Section 6.05(b) hereof. No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent Friede Goldman or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Halter Marine without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent Friede Goldman and the Company Halter Marine each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent Friede Goldman 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 Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Subject to the execution terms and conditions of this Agreement, Parent Summit and CKE each agree to use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable by such party with respect to (i) the Company shall prepare prompt preparation and file filing of the Registration Statement by CKE with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act relating to the offer and sale of the shares of Parent CKE Common Stock to be issued to in the stockholders Merger and (ii) the prompt preparation and filing by Summit of the Company in Proxy Statement pertaining to solicitation of approval of Summit's stockholders, the Merger. Each form of Parent and which shall be included as part of the Company shall use reasonable best efforts Registration Statement, (iii) such actions as may be required to cause have the Registration Statement declared effective under the Securities Act and to become effective have the Proxy Statement cleared by the SEC, in each case as promptly as practicable, andincluding by consulting with the other parties hereto as to, prior and responding promptly to, any SEC comments with respect thereto, and (iv) such actions as may be required to the effective date of the Registration Statement, Parent shall take all or any action reasonably required be taken under any applicable federal or state securities Laws or blue sky laws in connection with the issuance of shares of Parent the CKE Common Stock in the Mergercontemplated hereby. Each of Parent and the Company party hereto shall furnish all information concerning it and the holders of its capital stock as promptly consult with the other may reasonably request in connection party with such actions respect to, provide any necessary information with respect to and provide the preparation of other party (and its counsel) copies of, all filings made with respect to the Registration Statement and the Proxy Statement. As promptly as reasonably practicable after The information supplied by each party for inclusion in the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by not, at (i) the SEC, time the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, Registration Statement (or any amendment or supplement tothereto) is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Summit and (iii) the time of the Summit stockholders' meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and shall comply as to form in all material respects with the requirements of the Securities Act. In addition, if at any time prior to the Effective Time any event or circumstance relating to either Summit or CKE or any of their respective subsidiaries, or any of their respective officers or directors, should be made discovered by Parent Summit or CKE, as the Companycase may be, and no filing of, or which are required to be set forth in an amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto the Proxy Statement, the discovering party shall promptly inform the other party of such event or requests by the SEC for additional informationcircumstance.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and file with the SEC a joint proxy statement relating subject to the prior approval of the other party, which approval shall not be unreasonably withheld, preliminary proxy materials of the Company Stockholders’ Meeting which shall consist of the preliminary Proxy Statement in connection with the vote of the Company's stockholders with respect to the Merger and the other transactions contemplated hereby, and a preliminary prospectus of Parent Stockholders’ Meeting (together in connection with any amendments thereof or supplements theretothe registration under the Securities Act of Parent Stock to be issued in connection with the Merger as promptly as practicable after all comments are received from the SEC with respect to the preliminary proxy materials and after the furnishing by Parent and the Company of all information required to be contained therein, the “Proxy Statement”) and Parent Company shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments theretosubject to the prior approval of the other party, which approval shall not be unreasonably withheld, the “Registration Statement”; definitive Proxy Statement to be sent or given in connection with the prospectus contained in vote of the Company's stockholders at the Stockholders' Meeting and Parent shall file with the SEC subject to the prior approval of the other party, which approval shall not be unreasonably withheld, the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which containing the Proxy Statement shall and form of prospectus to be included, sent or given in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in connection with the Merger. Each of Parent and the Company shall use commercially reasonable best efforts to have or cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, and Parent shall take all or any commercially reasonable action reasonably required to be taken under any applicable federal Federal or state securities Laws or Blue Sky laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statementactions. As promptly as reasonably practicable Promptly after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has and all applicable Blue Sky laws have been filed, of the issuance of any stop ordercomplied with, the suspension of Company shall mail the qualification of the Parent Common Stock issuable proxy statement/prospectus included in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationto its stockholders.

Registration Statement; Proxy Statement. (a) As E-Stamp and Learn2 agree that as promptly as practicable after following the execution date of this Agreement, Parent and the Company Agreement they shall jointly prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together the "REGISTRATION STATEMENT") including a joint proxy statement/prospectus (the "PROXY STATEMENT") with the SEC. Each Party shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders at the earliest practicable date following such filing. In connection with the foregoing, Learn2 shall furnish to E-Stamp (and be responsible for) all amendments thereto, information related to it as is required to be included in the “Registration Statement”; . If at any time prior to the prospectus contained Effective Time any event with respect to Learn2 or any Learn2 Subsidiary or with respect to other information supplied by Learn2 for inclusion in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in shall occur which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock is required to be issued to the stockholders of the Company described in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablean amendment of, andor a supplement to, prior to the effective date of the Registration Statement, Parent Learn2 shall take all provide written notice thereof to E-Stamp and such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated. If, at any time prior to the Effective Time any event with respect to E-Stamp or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after E-Stamp Subsidiary or with respect to other information supplied by E-Stamp for inclusion in the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECoccur, which is required to be described in an amendment of, or a supplement to, the Company Registration Statement, E-Stamp shall provide written notice thereof to E-Stamp, such event shall be so described, and Parent such amendment or supplement shall mail be promptly filed with the Joint Proxy/Prospectus to their respective stockholders; providedSEC and, howeveras required by law, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingdisseminated. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent either E-Stamp or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Learn2 without the other Party's prior written consent of the other party, such consent (which shall not to be unreasonably withheld, delayed or conditioned) and without providing the other party the opportunity to review and comment thereon. Parent and the Company each E-Stamp shall advise the otherLearn2, promptly after it 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, the suspension of the qualification of the Parent Common Stock E-Stamp Shares issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent (i) PMR and the Company PSI shall prepare prepare, and PMR shall file with the SEC SEC, a joint proxy statement relating to the Company Stockholders’ Meeting meeting of PSI's stockholders and PMR's stockholders to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”"PROXY STATEMENT") and Parent (ii) PMR shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), "REGISTRATION STATEMENT") in which the Proxy Statement shall be included, included as a prospectus in connection with the registration under the Securities Act of the shares of Parent PMR Common Stock to be issued to the stockholders of the Company in PSI pursuant to the Merger. Each of Parent PMR and the Company shall PSI will use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent PMR shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent PMR Common Stock in the Merger. Each of Parent PMR and the Company PSI shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of PMR and PSI shall mail the Proxy Statement to its respective stockholders and, if necessary, after the Proxy Statement shall have been cleared by so mailed, promptly circulate amended, supplemental or supplemented proxy materials and, if required in connection therewith, resolicit proxies. The Proxy Statement shall include the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of each of PMR and PSI in favor of the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingMerger, except as otherwise provided in Section 5.5(b) or Section 5.7(b). No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent PMR or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, PSI without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent PMR and the Company PSI each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent PMR 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 Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and file with the SEC a joint proxy statement relating SEC, subject to the Company Stockholders’ Meeting prior approval of the other party, which approval shall not be unreasonably withheld, preliminary proxy materials which shall consist of the preliminary Proxy Statement in connection with the vote of the Company's stockholders with respect to the Merger and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoother transactions contemplated hereby, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the preliminary prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock and the New Parent Preferred Stock to be issued in connection with the Merger and the Parent Stock issuable upon conversion of the New Parent Preferred Stock to be issued in the Merger. As promptly as practicable after all comments are received from the SEC with respect to the stockholders preliminary proxy materials and after the furnishing by Parent and the Company of all information required to be contained therein, the Company shall file with the SEC, subject to the prior approval of the Company other party, which approval shall not be unreasonably withheld, the definitive Proxy Statement to be sent or given in connection with the vote of the Company's stockholders at the Stockholders' Meeting and Parent shall file with the SEC, subject to the prior approval of the other party, which approval shall not be unreasonably withheld, the Registration Statement containing the Proxy Statement and form of prospectus to be sent or given in connection with the registration under the Securities Act of the Parent Stock and New Parent Preferred Stock to be issued in connection with the Merger and the Parent Stock issuable upon conversion of the New Parent Preferred Stock to be issued in the Merger. Each of Parent and the Company shall will use their reasonable best efforts to have or cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, and Parent shall take all or any action reasonably required to be taken under any applicable federal Federal or state securities Laws or Blue Sky laws in connection with the issuance of shares of Parent Common Stock and New Parent Preferred Stock in the Merger and the Parent Stock issuable upon conversion of the New Parent Preferred Stock to be issued in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statementactions. As promptly as reasonably practicable Promptly after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has and all applicable Blue Sky laws have been filed, of the issuance of any stop ordercomplied with, the suspension of Company shall mail the qualification of the Parent Common Stock issuable joint proxy statement/prospectus included in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationto its stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, (i) Parent and the Company shall cooperate in preparing and shall prepare and the Company shall file with the SEC a joint proxy statement (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the stockholders of the Company relating to the Company Stockholders’ Meeting and (ii) unless Parent exercises the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoCash Election within two Business Days following the date of this Agreement, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ) in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each Unless Parent exercises the Parent Cash Election prior to the Registration Statement becoming effective, each of Parent and the Company shall use their reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior practicable and to the effective date of keep the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in Statement effective as long as necessary to consummate the Merger. Each of Parent and the The Company shall furnish all information concerning it the Company and the holders of its capital stock the Company Common Stock as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by to its stockholders. If Parent exercises the SECParent Cash Election prior to the date the Registration Statement is declared effective, the Company shall file a preliminary Proxy Statement and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall as promptly as practicable after a definitive Proxy Statement may be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection filed with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationunder applicable Law.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall jointly prepare and shall file with the SEC a joint proxy statement relating to document or documents that will constitute (i) the Company Stockholders’ Meeting and prospectus forming part of the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to Company's shareholders pursuant to the stockholders Arrangement and (ii) the proxy statement with respect to the Arrangement (the "PROXY STATEMENT") relating to the special meeting of Company's shareholders to be held to consider approval of the Company Arrangement Resolution (the "COMPANY SHAREHOLDERS' MEETING"). Copies of the Proxy Statement shall be provided to the NYSE and the ASE in the Mergeraccordance with their respective rules. Each of Parent and the Company parties hereto shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the MergerArrangement. Each of Parent and or Company, as the Company case may be, shall furnish all information concerning it and the holders of its capital stock Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Each of Parent and Company shall notify the other of the receipt of any comments from the SEC on the Registration Statement and the Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as reasonably practicable after the later of the effective date of the Registration Statement shall have become effective and or the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light obtaining of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toInterim Order, the Proxy Statement shall be made by Parent or mailed to the shareholders of Company, and no filing of, or amendment or supplement to, the Registration Statement . Company shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of cause the Proxy Statement or to comply as to form and substance in all material respects with the Registration Statement or comments thereon applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) applicable Canadian law and responses thereto or requests by (iv) the SEC for additional informationrules and regulations of the NYSE and the ASE.

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as reasonably practicable after the execution of this Agreement, Parent and Parent, with the Company cooperation of Target, shall prepare and file with the SEC (a) a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent StockholdersShareholders’ Meeting (together with any amendments thereof or supplements theretothereof, the “Proxy Statement”); and (b) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ) in connection with the registration under the Securities 1933 Act of the offer and sale of shares of Parent Common Stock to be issued to the stockholders of the Company in Target Shareholders pursuant to the Merger. Each of Parent and Target shall prepare and file with the Company shall SEC any Other Filings as and when required or requested by the SEC. Each of Parent and Target will use commercially reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement, the Registration Statement or any Other Filings, and to cause the Registration Statement to become effective as promptly as reasonably practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take any and all or any action reasonably actions required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the Company Target shall furnish to Parent all information concerning it Target and the holders of its capital stock Target Shareholders as the other Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement, the Registration Statement or any Other Filings, and shall, as promptly as practicable after the date hereof, or after the date requested by Parent, as the case may be, deliver to Parent all financial statements and other financial data of Target, and cause to be delivered to Parent the consents of Target’s independent public accountants, required to be included in the Proxy Statement, the Registration Statement or any Other Filings, in each case in a form reasonably satisfactory to Parent, and in any event in a form that is in all respects compliant with GAAP, and the 1933 Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, including without limitation Regulations S-B, S-K and S-X, as applicable. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECbecomes effective, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult Proxy Statement (and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light a copy of the date set for prospectus contained within the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, Registration Statement if the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, is not included in the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not Statement) to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationShareholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Stockholders Meeting and the Parent Stockholders’ Stockholders Meeting (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the MergerMerger and to be issued pursuant to holders of Company Options pursuant to Section 3.4(b). Each of Parent and the Company shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company will use reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal federal, state or state foreign securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and Proxy Statementany Other Filings. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent shall mail the Joint Proxy/Prospectus Proxy Statement to their respective stockholders; provided, however, that the parties Company and Parent shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus prospectus contained in the Registration Statement with the Proxy Statement in light of the date dates set for the Company Stockholders’ Stockholders Meeting and the Parent Stockholders’ Stockholder Meeting. No filing ofThe Proxy Statement shall (subject to the last sentence of Section 6.7(c) hereof) include the recommendation of the Company Board that adoption of the Agreement by the Company's stockholders is advisable and that the Company Board has determined that the Merger is fair and in the best interests of the Company's stockholders, or and shall (subject to the last sentence of 6.20(c) hereof) include the recommendation Parent Recommendation of the Board of Directors of the Parent (the "Parent Board") that approval of the Share Issuance by the Parent's stockholders is advisable and that the Parent Board has determined that the Share Issuance is in the best interests of Parent's stockholders. Subject to the last sentence of Section 6.7(c) and subject to the last sentence of Section 6.20(c) hereof, no amendment or supplement to(other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 6.11 of this Agreement) to the Proxy Statement, the Proxy Registration Statement shall or any Other Filings will be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Company without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent and the Company each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or Statement, the Registration Statement or any Other Filings or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after following the execution date of this Agreement, the Company and Parent will prepare and the Company shall prepare and will file with the SEC a joint proxy statement relating to the Proxy Statement and the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall will prepare and Parent will file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. The Parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated 53 TABLE OF CONTENTS hereby. Each of the Company and Parent shall use their respective reasonable best efforts to furnish the information required to be includedincluded by the SEC in the Proxy Statement, in connection with the registration Registration Statement and any such statement or schedule. Each of the Company and Parent will use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act of as promptly as practicable after such filing and keep the shares of Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Parent Common Stock also agrees to be issued use commercially reasonable efforts to obtain any necessary state securities law or “Blue Sky” permits and approvals required to carry out the stockholders of the transactions contemplated by this Agreement. The Company in the Merger. Each of Parent and the Company shall will use its reasonable best efforts to cause the Registration Proxy Statement to become effective be mailed to the Company Stockholders as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become is declared effective and under the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingSecurities Act. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not or dissemination to be unreasonably withheld. Parent and the Company each shall advise Stockholders of, the other, promptly after it receives notice thereof, of the time when the Registration Proxy Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable other materials used in connection with the Merger Company Meeting that constitute “proxy materials” or “solicitation materials” as those terms are used in Rules 14a-1 through 14a-17 under the Exchange Act or are otherwise used for offering the “solicitation” of “proxies” as those terms are defined in Rule 14a-1 under the Exchange Act (“Other Proxy Materials”) will be made by the Company without providing the Other Party a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or sale in the Company, as applicable, of all such comments). If at any jurisdictiontime prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Company or Parent that should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement, so that either such document 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 that discovers such information will promptly notify the Other Party hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by Law, disseminated to the Company Stockholders. The Parties will notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendment of amendments or supplements to the Proxy Statement or the Registration Statement or comments thereon for additional information and each Party will supply the Other Party with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement; provided that no responses thereto to any oral or requests written request by the SEC for additional informationwith respect to the Registration Statement, the Proxy Statement or the Other Proxy Materials, will be made by Parent or the Company, as applicable, without providing the Other Party a reasonable opportunity to review and comment thereon (and good faith consideration by Parent or the Company, as applicable, of all such comments).

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as reasonably practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and meeting of Parent's stockholders to be held in connection with obtaining the Parent Stockholders’ Meeting Stockholder Approval (together with any amendments thereof or supplements theretothereof, the “"Proxy Statement”") and Parent shall prepare and file as promptly as reasonably practicable with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ") in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company will use commercially reasonable best efforts to respond to any comments made by the SEC with respect to the Proxy Statement and the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as reasonably practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the The Company shall furnish all information concerning it and the holders of its capital stock as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and any Other Filings, and shall, as promptly as practicable after the date of the Initial Merger Agreement, or after the date requested by Parent, as the case may be, deliver to Parent all financial statements and other financial data of the Company, and cause to be delivered to Parent the consents of the Company's independent public accountants, required to be included in the Proxy Statement. , Registration Statement or any Other Filings, in each case in a form reasonably satisfactory to Parent and in any event in a form that is in all respects compliant with GAAP, the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, including Regulations S-K and S-X. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECeffective, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult Proxy Statement (and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light a copy of the date set for prospectus contained within the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, Registration Statement if the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, is not included in the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not Statement) to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Stockholders and responses thereto or requests by the SEC for additional informationCompany Stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the date of this Agreement, Tilray shall cause to be prepared and filed with the SEC, the Registration Statement, in which the Proxy Statement will be included as a prospectus. Tilray shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Privateer shall have become effective furnish, and shall require its Representatives to furnish, all information concerning itself and its Affiliates (excluding Tilray and Merger Sub) to Tilray, and provide such other assistance, as may be reasonably requested by Tilray in connection with the preparation, filing and distribution of the Proxy Statement and the Registration Statement. Privateer covenants and agrees that the information provided by Privateer or its Subsidiaries to Tilray for inclusion in the Proxy Statement (including Privateer Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Tilray makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by Privateer or its Subsidiaries or any of their Representatives specifically for inclusion therein. Privateer makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by Privateer or its Subsidiaries or any of their Representatives for inclusion therein. Privateer and its legal counsel shall be given reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to the filing thereof with the SEC, and on the response to any comments of the SEC on the Proxy Statement, prior to the filing thereof with the SEC. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement and the Proxy Statement shall have been cleared to comply with the applicable rules and regulations promulgated by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light respond promptly to any comments of the date set for SEC or its staff and to have the Company Stockholders’ Meeting and Registration Statement declared effective under the Parent Stockholders’ MeetingSecurities Act as promptly as practicable after it is filed with the SEC. No filing of, or amendment or supplement to, Tilray shall use commercially reasonable efforts to cause the Proxy Statement shall to be made by Parent or the Company, and no filing of, or amendment or supplement to, mailed to Tilray’s stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall be made by Parent, in each case, without the prior written consent of promptly furnish to the other party, Party all information concerning such consent not to Party and such Party’s Affiliates and such Party’s stockholders that may be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective required or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable reasonably requested in connection with the Merger for offering or sale in any jurisdiction, or any request action contemplated by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationthis Section 5.1.

Registration Statement; Proxy Statement. (a) As promptly as practicable (and no later than 30 days) after the execution date of this Agreement, Parent the Parties shall prepare, and the Company Apricus shall prepare and file cause to be filed with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. Apricus covenants and agrees that the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company to Apricus for inclusion in the Proxy Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Apricus makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be includedgiven reasonable opportunity to review and comment on the Proxy Statement, in connection including all amendments and supplements thereto, prior to the filing thereof with the registration under SEC, and on the Securities Act response to any comments of the shares of Parent Common Stock to be issued SEC prior to the stockholders of filing thereof with the Company in the MergerSEC. Each of Parent and the Company Parties shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection practicable after it is filed with the issuance of shares of Parent Common Stock in the MergerSEC. Each of Parent and the Company Parties shall furnish all information concerning it and use commercially reasonable efforts to cause the holders of its capital stock Proxy Statement to be mailed to Apricus’ stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be 58 Exhibit 2.1 required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Apricus, Merger Sub or the Company become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and Parent shall mail cooperate with such other Parties in filing such amendment or supplement with the Joint Proxy/Prospectus SEC and, if appropriate, in mailing such amendment or supplement to their respective the Apricus stockholders. (b) Prior to the Effective Time, Apricus shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Apricus Common Stock to be issued in the Merger (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Company Capital Stock has an address of record on the applicable record date for determining the holders of Company Capital Stock entitled to notice of and to vote pursuant to the Company Stockholder Written Consent; provided, however, that the parties Apricus shall consult and cooperate with each other not be required: (i) to qualify to do business as a foreign corporation in determining the appropriate time for mailing the Joint Proxy/Prospectus any jurisdiction in light which it is not now qualified; or (ii) to file a general consent to service of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale process in any jurisdiction. (c) The Company shall reasonably cooperate with Apricus and provide, or any request and require its Representatives to provide, Apricus and its Representatives, with all true, correct and complete information regarding the Company that is required by the SEC for amendment of the Proxy Statement or law to be included in the Registration Statement or comments thereon reasonably requested by Apricus to be included in the Registration Statement. Without limiting the foregoing, the Company will use commercially reasonable efforts to cause to be delivered to Apricus a letter of the Company’s independent accounting firm, dated no more than two Business Days before the date on which the Registration Statement becomes effective (and responses thereto or requests reasonably satisfactory in form and substance to Apricus), that is customary in scope and substance for letters delivered by independent public accountants in connection with registration statements similar to the SEC for additional information.Registration Statement. 5.2

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company and Parent shall prepare and file with the SEC a joint preliminary proxy statement materials relating to the meeting of the holders of shares of Company Stockholders’ Meeting and Class A Stock to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “"Proxy Statement”) "). As promptly as practicable after comments are received from the SEC on the preliminary proxy materials and after the furnishing by the Company and Parent of all information required to be contained therein, the Company and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"), in which the Proxy Statement shall be included, included as a prospectus in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders holders of the shares of Company in Common Stock pursuant to the Merger. Each of Parent and the Company shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent and shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and the The Company shall furnish all information concerning it and the holders of its capital stock Company as the other Parent may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective its stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the The Proxy Statement shall be made by Parent or include the unanimous recommendation of the Board of Directors of the Company in favor of the Merger, unless otherwise necessary due to the applicable fiduciary duties of the directors of the Company, and no filing of, or amendment or supplement to, as determined by such directors in good faith after consultation with independent legal counsel (who may be the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany's regularly engaged independent legal counsel).

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file Companies shall, with the SEC cooperation of Shurgard prepare a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting Companies Owners' Meetings (together with any amendments thereof or supplements thereto, notices of meetings forms of proxy and other materials included therein the “"Proxy Statement”) "). Shurgard shall with the cooperation of the Trusts and Parent shall the Companies prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Shurgard Common Stock to be issued to the stockholders of the Company in Owners pursuant to the Merger, including shares of Shurgard Common Stock issuable pursuant to Section 2.12, if any. Each of Parent and the Company shall Shurgard will use its commercially reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent Shurgard shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Shurgard Common Stock in the Merger. Each of Parent Shurgard and the Company Companies shall furnish all information concerning it and the holders of its capital stock securities as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Companies shall mail the Proxy Statement shall have been cleared by to the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingOwners. No filing of, or amendment or supplement to, the The Proxy Statement shall be made by Parent or include the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent recommendation of the other party, such consent not to be unreasonably withheld. Parent respective boards of directors of the Corporations and the Company each shall advise the other, promptly after it receives notice thereof, respective boards of governors of the time when the Registration Statement has become effective or any supplement or amendment has been filed, LLCs in favor of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationMerger.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after following the execution date of this Agreement, Parent shall use reasonable best efforts to prepare and, subject to receipt by Parent from the Companies of all information relating to the Companies as required pursuant to Section 7.1(b) and the Company shall prepare delivery of the Title Opinion and the Survey, file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoSEC, the “Proxy Statement”) and Parent shall prepare and file with the SEC in preliminary form, a registration statement on Form S-4 in connection with the transactions contemplated hereby (together with all amendments theretoas amended or supplemented, the “S-4 Registration Statement / Proxy Statement”; ) (it being understood that the prospectus contained in the S-4 Registration Statement together / Proxy Statement shall include a proxy statement / prospectus for the purpose of soliciting the MPMO Unitholder Approval and the SNR Unitholder Approval, and for the purpose of soliciting proxies from the shareholders of Parent at the Special Meeting to adopt and approve the Parent Stockholder Matters and other matters reasonably related to the Parent Stockholder Matters, all in accordance with and as required by Parent Organizational Documents, applicable Legal Requirements and any applicable rules and regulations of the Proxy Statement, the “Joint Proxy/Prospectus”SEC and NYSE), in which the Proxy Statement shall be included, in connection Parent shall: (i) provide Parent’s shareholders with the registration under the Securities Act of the shares opportunity to redeem up to 34,500,000 Parent Class A Stock pursuant to a Parent Stockholder Redemption; (ii) solicit proxies from holders of Parent Common Stock to be issued to vote at the stockholders Special Meeting (as defined below) in favor of (A) the Company in the Merger. Each adoption and approval of Parent this Agreement and the Company shall use reasonable best efforts to cause transactions contemplated hereby (including the Registration Statement to become effective as promptly as practicableMergers), and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with (B) the issuance of shares of Parent Class A Common Stock in connection with the Merger. Each PIPE Investment and the Mergers, (C) the change of the name of Parent to “MP Materials Corp.”, (D) an increase in the number of authorized Parent Stock, (E) amendments to the Parent Organizational Documents to be effective from and after the Closing, including the classification of the Parent Board, (F) the adoption and approval of a new equity incentive plan, attached as Exhibit J hereto (the “Incentive Plan”), (G) the election of the members of the Parent Board in accordance with Section 7.2(e) hereof, and (H) such other matters as mutually agreed upon between the Company shall furnish all information concerning it and the Parent, at a meeting of holders of its capital stock Parent Class A Stock to be called and held for such purpose (the “Special Meeting”) (the matters set forth in clauses (A) through (H) being referred to herein as the other may reasonably request “Parent Stockholder Matters”); (iii) register under the Securities Act the shares of Parent Class A Stock to be issued by Parent in connection with such actions the Transactions; and (iv) file with the SEC financial and other information about the Transactions in accordance with and as required by the Parent Organizational Documents, applicable Legal Requirements and any applicable rules and regulations of the SEC and the preparation NYSE. The S-4 Registration Statement / Proxy Statement will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Companies and their counsel shall be given a reasonable opportunity to review, comment on and approve in writing the preliminary Registration Statement and any amendment or supplement thereto prior to its filing with the SEC (to which comments reasonable and good faith consideration shall be given). Parent, with the reasonable assistance and prior written approval of the Companies, shall promptly respond to any written or oral SEC comments on the S-4 Registration Statement / Proxy Statement. As Parent will advise the Companies promptly as reasonably practicable after receipt of notice thereof, of (i) the time when the S-4 Registration Statement shall have become effective and the / Proxy Statement shall have has been cleared filed, (ii) in the event the preliminary Registration Statement is reviewed by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light receipt of oral or written notification of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent completion of the other partyreview by the SEC, such consent not to be unreasonably withheld. Parent and (iii) the Company each shall advise the other, promptly after it receives notice thereof, filing of the time when the Registration Statement has become effective or any supplement or amendment has been filedto the S-4 Registration Statement / Proxy Statement, of (iv) the issuance of any stop orderorder by the SEC with respect to the S-4 Registration Statement / Proxy Statement, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or (v) any request by the SEC for amendment of the S-4 Registration Statement / Proxy Statement, (vi) any comments from the SEC relating to the S-4 Registration Statement / Proxy Statement or the Registration Statement or comments thereon and responses thereto thereto, or (vii) requests by the SEC for additional information. Parent shall (x) provide the Companies and their legal counsel opportunity to participate in all written or oral communications with the SEC relating to the S-4 Registration Statement / Proxy Statement and responses to comments thereto and requests by the SEC for additional information and (y) use its reasonable best efforts to have the S-4 Registration Statement / Proxy Statement declared effective by the SEC under the Securities Act as promptly as practicable after the filing thereof.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement (but in no event later than 30 days following the date of this Agreement), Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. Parent covenants and agrees that the information provided by Parent or its Subsidiaries to the Company for inclusion in the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith), will not, at the time that the Proxy Statement or any amendment or supplement thereto is filed with the SEC or is first mailed to the Parent stockholders contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company covenants and agrees that the information provided by the Company or its Subsidiaries to Parent for inclusion in the Proxy Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, (i) Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or its Subsidiaries or any of their Representatives specifically for inclusion therein and (ii) the Company makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, other than with respect to the information provided by the Company or its Subsidiaries or any of their Representatives for inclusion therein. Parent and its legal counsel shall be includedgiven reasonable opportunity to review and comment on the Proxy Statement, in connection including all amendments and supplements thereto, prior to the filing thereof with the registration under SEC, and on the Securities Act response to any comments of the shares of Parent Common Stock to be issued SEC on the Proxy Statement, prior to the stockholders of filing thereof with the Company in the MergerSEC. Each of Parent and the Company Parties shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to practicable after it is filed with the effective date of the Registration Statement, SEC. Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with use commercially reasonable efforts to cause the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock Proxy Statement to be mailed to Parent’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Parent, Merger Sub or the Company and Parent shall mail become aware of any event or information that, pursuant to the Joint Proxy/Prospectus to their respective stockholders; providedSecurities Act or the Exchange Act, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Shareholders' Meeting and the Parent Stockholders’ ' Meeting (together with any amendments thereof or supplements thereto, the “"Proxy ------ Statement”") and Parent shall prepare and file with the SEC a registration ---------- statement on Form S-4 (together with all amendments thereto, the “"Registration ------------- Statement”"; the prospectus contained in the Registration Statement together with ---------- the Proxy Statement, the “"Joint Proxy/Prospectus”"), in which the Proxy Statement ------------------------ shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders shareholders of the Company in the Mergeras Merger Consideration. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholdersshareholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Shareholders' Meeting and the Parent Stockholders’ ' Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent the Company or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of providing the other partyparty a reasonable opportunity to review and comment thereon, such consent not to which comments shall be unreasonably withheldconsidered in good faith. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as reasonably practicable after the execution of this Agreement, the Company, Parent and the Company Holdco shall prepare and file with the SEC a joint proxy statement relating to under the Company Stockholders’ Meeting Securities Act, and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoall other applicable regulatory bodies, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; ) with respect to the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall shares of Holdco Common Stock to be included, issued in connection with the registration under Mergers (the Securities Act “Share Issuance”), which shall include proxy materials for the purpose of soliciting proxies from holders of shares of Parent Common Stock to vote, at a meeting of the holders of shares of Parent Common Stock to be issued called for such purpose (the “Parent Stockholders’ Meeting”), in favor of (i) the adoption of this Agreement and the approval of the Mergers and the Transactions, the Holdco Benefit Plan, the amended and restated Articles of Incorporation and By-laws of Holdco and any other matter presented to the stockholders of Parent that the Company in parties deem necessary to effectuate the Merger. Each effectiveness of Parent the Transactions and the Company shall use reasonable best efforts to cause the Registration Statement (the “Parent Stockholder Approval”) and (ii) an adjournment proposal, if necessary, to become effective as promptly as practicableadjourn the Parent Stockholders’ Meeting if, and, prior to based on the effective date of the Registration Statementtabulated vote count, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection is not authorized to proceed with the issuance Mergers. Such proxy materials shall be in the form of a proxy statement/prospectus to be used for the purpose of soliciting proxies from holders of shares of Parent Common Stock in for the Mergermatters to be acted upon at the Parent Stockholders’ Meeting and also for the purpose of issuing the shares of Holdco Common Stock as contemplated hereby (the “Proxy Statement”). Each of Parent and the Company and Parent shall furnish to the other all information concerning it its respective company and the holders of its capital stock business as the other may reasonably request be requested in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, including providing the Company and Parent shall mail with (i) updates with respect to the Joint Proxy/Prospectus tabulated vote counts received by Parent, (ii) the right to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light demand postponement or adjournment of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingMeeting if, based on the tabulated vote count, Parent will not receive the required approval of the Parent shareholders necessary to proceed with the Mergers, and (iii) the right to review and comment on all communications sent to or received from Parent stockholders and/or proxy solicitation firms. No filing of, or amendment or supplement to, Parent and Holdco shall cause the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall to be made filed by Parent, in each case, without no later than the prior written consent later of (i) fifteen calendar days after Parent has received from the Company the financial statements of the other partyCompany and its subsidiaries as of September 30, such consent not 2014 and for the nine-month period ended September 30, 2014 to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when included in the Registration Statement has become effective or any supplement or amendment has been filedand (ii) December 31, of 2014 (the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information“Filing Deadline”).

Registration Statement; Proxy Statement. (a) As Parent promptly as practicable after shall prepare and shall file with the execution of this Agreement, Parent SEC and the AMEX a registration statement on Form S-4 under the Securities Act (the registration statement, together with the amendments thereto, being the "Registration Statement"), containing a proxy statement/prospectus, in connection with the registration of the Parent Common Stock to be issued in the Merger. The Company promptly shall prepare and file with the SEC a joint proxy statement relating that will be the same proxy statement/prospectus contained in the Registration Statement, and a form of proxy with respect to the meeting of the shareholders of the Company Stockholders’ Meeting in connection with the Merger and the Parent Stockholders’ Meeting other transactions contemplated by this Agreement (such proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the “form or forms mailed to such shareholders, being the "Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable its best efforts to (i) cause the Registration Statement to become effective as promptly as practicable, and, prior practicable after such filing and (ii) cause the Proxy Statement to the effective date be mailed to shareholders of the Registration Statement, Company at the earliest practicable date. Parent shall take all or any action reasonably required to be taken under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statementactions. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingits shareholders. No filing of, or amendment or supplement to, the The Proxy Statement shall be made by Parent or include the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent unanimous recommendation of the other party, such consent not to be unreasonably withheld. Parent and Board of Directors of the Company each shall advise the other, promptly after it receives notice thereof, in favor of the time when Merger subject to the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable terms and conditions set forth in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationSection 5.5.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent Agreement and the Company Company’s receipt of the Fairness Opinion, Parent, in cooperation with the Company, shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement Registration Statement on Form S-4 to be filed by Parent pursuant to which Parent Common Shares issued in connection with the Merger shall be registered under the Securities Act (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the proxy statement (the “Proxy Statement shall Statement/ Prospectus”) to be included, sent to the Company’s stockholders in connection with the registration meeting of such stockholders (the “Company Stockholders Meeting”) to consider and vote upon this Agreement and the Merger (the “Company Voting Proposal”), shall be included as a prospectus. Each of Parent and the Company shall respond to any comments of the SEC and shall use its respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act of as promptly as practicable after such filings, and the shares Company shall cause the Proxy Statement/ Prospectus to be mailed to its stockholders at the earliest practicable time after the Registration Statement is declared effective under the Securities Act. Each of Parent Common Stock to be issued and the Company shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the stockholders Registration Statement, the Proxy Statement/ Prospectus or any filing pursuant to Section 5.8(b) or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the Company in one hand, and the MergerSEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Proxy Statement/ Prospectus, the Merger or any filing pursuant to Section 5.8(b). Each of Parent and the Company shall use its reasonable best efforts to cause all documents that it is responsible for filing with the Registration Statement SEC or other regulatory authorities under this Section 5.8 to become effective as promptly as practicable, and, prior comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to the effective date of be set forth in an amendment or supplement to the Registration Statement, Parent shall take all the Proxy Statement/ Prospectus or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECfiling pursuant to Section 5.8(b), the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and no cooperate in filing ofwith the SEC or its staff or any other government officials, or and/or mailing to stockholders of the Company, such amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationsupplement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Parent and Company shall jointly prepare and shall use commercially reasonable efforts to cause to be filed with the execution SEC, within 21 days of the date of this Agreement, Parent and a document or documents that will constitute (i) the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”"REGISTRATION STATEMENT"), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to Company's stockholders pursuant to the stockholders Merger and (ii) the proxy statement with respect to the Merger relating to the Company Stockholders' Meeting (together with any amendments thereto, the "PROXY STATEMENT"). Copies of the Company Proxy Statement shall be provided to the NNM in the Mergeraccordance with its rules. Each of Parent and the Company parties hereto shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicablepracticable after the date hereof, and, prior to the effective date of the Registration Statement, Parent the parties hereto shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger. Each of Parent and or Company, as the Company case may be, shall furnish all information concerning it and the holders of its capital stock Parent or Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Each of Parent and Company shall notify the other of the receipt of any comments from the SEC on the Registration Statement and the Proxy Statement and of any requests by the SEC for any amendments or supplements thereto or for additional information and shall provide to each other promptly copies of all correspondence between Parent, Company or any of their representatives and advisors and the SEC. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light date of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement toRegistration Statement, the Proxy Statement shall be made by Parent or mailed to the stockholders of Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent . Each of the other party, such consent not to be unreasonably withheld. Parent and the Company each parties hereto shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of cause the Proxy Statement or to comply as to form and substance, as to matters relating to, and supplied for inclusion therein by, such party, in all material respects with the Registration Statement or comments thereon applicable requirements of (i) the Exchange Act, (ii) the Securities Act and responses thereto or requests by (iii) the SEC for additional informationrules and regulations of the NNM.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, Parent and the Company Parties shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretoprepare, the “Proxy Statement”) and Parent shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 (together with all amendments theretoSEC, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement will be included as a prospectus. Parent represents, covenants and agrees that the Proxy Statement, including any pro forma financial statements included therein (and the letter to stockholders, notice of meeting and form of proxy included therewith) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company represents, covenants and agrees that the information provided by the Company to Parent for inclusion in the Proxy Statement (including the Company Financials) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make such information not misleading. Notwithstanding the foregoing, Parent makes no covenant, representation or warranty with respect to statements made in the Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information provided by the Company or any of its Representatives specifically for inclusion therein. The Company and its legal counsel shall be includedgiven reasonable opportunity to review and comment on the Proxy Statement, in connection including all amendments and supplements thereto, prior to the filing thereof with the registration under SEC (at least three (3) business days prior to the Securities Act filing thereof), and on the response to any comments of the shares of Parent Common Stock to be issued SEC on the Proxy Statement, prior to the stockholders of filing thereof with the Company in the MergerSEC. Each of Parent and the Company shall use commercially reasonable best efforts to cause the Registration Statement and the Proxy Statement to become comply with the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection practicable after it is filed with the issuance of shares of Parent Common Stock in the MergerSEC. Each of Parent and the Company Parties shall furnish all information concerning it and use commercially reasonable efforts to cause the holders of its capital stock Proxy Statement to be mailed to Parent’s stockholders as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Each Party shall have become effective promptly furnish to the other Party all information concerning such Party and the Proxy Statement shall have been cleared such Party’s Affiliates and such Party’s stockholders that may be required or reasonably requested in connection with any action contemplated by the SECthis Section 5.1. If Parent, Merger Sub or the Company and Parent shall mail become aware of any event or information that, pursuant to the Joint Proxy/Prospectus to their respective stockholders; providedSecurities Act or the Exchange Act, however, that the parties shall consult and cooperate with each other should be disclosed in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or an amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly inform the other Parties thereof and responses thereto shall cooperate with such other Parties in filing such amendment or requests by supplement with the SEC for additional informationand, if appropriate, in mailing such amendment or supplement to the Parent stockholders.

Registration Statement; Proxy Statement. (a) Section 5.4.1 As promptly as practicable after the execution of this Agreement, Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and meeting of the Parent Stockholders’ Meeting Company’s stockholders to be held in connection with approving the Merger (together with any amendments thereof or supplements theretothereof, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, ) in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in pursuant to the Merger. Each of Parent and the Company shall prepare and file with the SEC any Other Filings as and when required or requested by the SEC. Each of Parent and the Company will use all reasonable best efforts to respond to any comments made by the SEC with respect to the Registration Statement and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable, and, prior . Prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement, the Proxy Statement and Proxy Statementany Other Filings. As promptly as reasonably practicable after the Registration Statement shall have become effective and effective, the Company shall mail the Proxy Statement shall have been cleared by the SEC, the Company (and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light a copy of the date set for prospectus contained within the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, Registration Statement if the Proxy Statement is not included in the Registration Statement) to stockholders. The Proxy Statement shall be made (subject to the last sentence of Section 5.7.3 hereof) include the recommendation of the Board of Directors of the Company ( the “Company Board”) that adoption of the Agreement by Parent or the Company, ’s stockholders is advisable and no filing of, or amendment or supplement to, that the Registration Statement shall be made by Parent, Company Board has determined that the Merger is fair and in each case, without the prior written consent best interests of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationCompany’s stockholders.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable following the date of this Agreement (but no later than twenty (20) Business Days after the execution date of this AgreementAgreement unless otherwise mutually agreed by the Parties), the Partnership and Parent and the Company shall will prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting Proxy Statement, and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) Partnership and Parent shall will prepare and Parent will file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall will be included, in connection with included as a prospectus. Each of the registration Partnership and Parent will use its commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act of as promptly as practicable after such filing and keep the shares of Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. Parent Common Stock also agrees to be issued use commercially reasonable efforts to obtain any necessary state securities law or “Blue Sky” permits and approvals required to carry out the stockholders of the Company in the Mergertransactions contemplated by this Agreement. Each of Parent and the Company shall The Partnership will use its commercially reasonable best efforts to cause the Registration Proxy Statement to become effective be mailed to the Partnership Unitholders as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become is declared effective and under the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingSecurities Act. No filing of, or amendment or supplement to, the Proxy Registration Statement shall will be made by Parent or the CompanyParent, and no filing of, or amendment or supplement to, the Registration Proxy Statement shall will be made by the Partnership without providing the Other Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Partnership or Parent, or any of their respective Affiliates, directors or officers, is discovered by the Partnership or Parent that should be set forth in each case, without the prior written consent of the other party, such consent not an amendment or supplement to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it receives notice thereof, of the time when either the Registration Statement has become effective or the Proxy Statement, so that either such document would not include any supplement misstatement of a material fact or amendment has been filedomit to state any material fact necessary to make the statements therein, in light of the issuance circumstances under which they were made, not misleading, the Party that discovers such information will promptly notify the Other Parties hereto and an appropriate amendment or supplement describing such information will be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Partnership Unitholders. The Parties will (i) notify each other promptly of the receipt of any stop order, comments from the suspension SEC or the staff of the qualification SEC and of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or the staff of the SEC for amendment of amendments or supplements to the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, (ii) use commercially reasonable efforts to promptly respond to such comments and (iii) will supply each other with copies of (A) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement or the transactions contemplated hereby and (B) all orders of the SEC relating to the Registration Statement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company Search shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the including therein a combined Proxy Statement shall be includedand Prospectus, in connection with the registration under the Securities Act of the shares of Parent Search Common Stock to be issued to the stockholders of the Company in MS Financial pursuant to the Merger. Each Search shall send the Registration Statement to MS Financial for MS Financial's review and comment prior to the filing of Parent the Registration Statement and Proxy Statement with the Company SEC. As promptly as practicable, MS Financial shall review and approve the contents of the Registration Statement and Proxy Statement, as they may be revised, its approval not to be unreasonably withheld or delayed. As promptly as practicable, Search shall file the Registration Statement in the form approved by MS Financial with the SEC. Search and MS Financial each shall use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent Search shall take all or any action reasonably required under any applicable federal or state securities Laws Blue Sky laws in connection with the issuance of shares of Parent Search Common Stock in pursuant to the Merger. Each of Parent MS Financial and Search shall pay its own expenses incurred in connection with the Company Registration Statement, Proxy Statement, MS Financial Stockholders Meeting and Search Stockholders Meeting, including, without limitation, the fees and disbursements of their respective counsel, accountants and other representatives, except that MS Financial and Search each shall pay one-half of any printing, filing and other fees and expenses incurred in connection with the Registration Statement. MS Financial shall furnish all information concerning it MS Financial and the holders of its capital stock Stockholders as the other Search may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, Search, if required, and MS Financial shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that . The Proxy Statement shall include the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendations of the date set for Boards of Directors of Search, if required, and MS Financial in favor of the Company Stockholders’ Meeting Merger, unless otherwise prohibited by the applicable fiduciary duties of such directors, as determined by such directors in good faith after consultation with and duly considering the Parent Stockholders’ Meetingwritten advice of independent legal counsel, subject to Section 5.4. (b) No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent Search or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, MS Financial without the prior written consent approval of the other partyother, such consent which shall not to be unreasonably withheld. Parent Search and the Company MS Financial each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent Search 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 Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) Search shall promptly prepare and submit to the NASD an application for quotation of the shares of Search Common Stock issuable in the Merger on NASDAQ, and shall use its reasonable best efforts to obtain, prior to the Effective Time, approval for the quotation of such Search Common Stock on NASDAQ, subject to official notice of issuance. MS Financial shall cooperate with Search with respect to such application. (d) MS Financial, Search and Newco each hereby (i) consents to the use of its name and, on behalf of its Subsidiaries and Affiliates, the names of such Subsidiaries and Affiliates and to the inclusion of financial statements and business information relating to such party and its Subsidiary and Affiliates (in each case, to the extent required by applicable securities laws) in the Registration Statement and the Proxy Statement, (ii) agrees to use all reasonable efforts to obtain the written consent of any Person or entity retained by it which may be required to be named (as an expert or otherwise) in the Registration Statement or the Proxy Statement, and (iii) agrees to reasonably cooperate, and agrees to use all reasonable efforts to cause its Subsidiary and Affiliates to reasonably cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties specified in clause (i) above in connection with the preparation of any and all information required, as determined after consultation with each party's counsel, to be disclosed by applicable securities laws in the Registration Statement or the Proxy Statement. 5.9.

Registration Statement; Proxy Statement. Subject to the accuracy of the representations contained in Section 4.19, the Registration Statement covering the shares of the Buyer’s stock to be issued pursuant to this Agreement shall not, at the time the Registration Statement (aincluding any amendments or supplements thereto) As promptly as practicable after is declared effective by the execution SEC, contain any untrue statement of this Agreementa Material fact or omit to state any Material fact required to be stated therein or necessary to make the statements therein not misleading. Subject to the accuracy of the representations contained in Section 4.19, Parent and the Proxy Statement to be sent to the shareholders of the Company shall prepare to consider, at the Shareholder Meeting, the Merger, will not, on the date the Proxy Statement is first mailed to shareholders, at the time of the Shareholder Meeting and file with at the SEC Effective Time, contain any untrue statement of a joint proxy statement Material fact or omit to state any Material fact necessary to make the statements therein, in light of circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event relating to the Company Stockholders’ Meeting and Buyer or the Parent Stockholders’ Meeting (together with Buyer Bank or any amendments thereof of their affiliates, officers or supplements thereto, directors should be discovered by the “Proxy Statement”) and Parent shall prepare and file with Buyer or the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained Buyer Bank that should be set forth in an amendment to the Registration Statement together with or a supplement to the Proxy Statement, the “Joint Proxy/Prospectus”)Buyer or the Buyer Bank will promptly inform the Company and prepare an amendment for filing with the SEC, in subject to review and approval of the Company, which the approval shall not be unreasonably withheld or delayed. The Proxy Statement shall be includedcomply in all Material respects with the requirements of the Securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, the Buyer makes no representation or warranty with respect to any information supplied by the Company and its subsidiaries that is contained or incorporated by reference in, or furnished in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationStatement.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent (i) Xxxxxx Xxxxxxx and the Company Halter Marine shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting meetings of Halter Marine's stockholders and Xxxxxx Xxxxxxx'x stockholders to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “"Proxy Statement”") and Parent (ii) Xxxxxx Xxxxxxx shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), ") in which the Proxy Statement shall be includedincluded as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Friede Goldman Common Stock to be issued to the stockholders of the Company in Halter Marine pursuant to the Merger. Each of Parent Friede Goldman and the Company shall Halter Marine will use all reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent Friede Goldman shall take all or any action reasonably required under any applicable federal or state securities Laws laws in connection with the issuance of shares of Parent Friede Goldman Common Stock in the Merger. Each of Parent Friede Goldman and the Company Halter Marine shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective effective, each of Friede Goldman and Halter Marine shall mail the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their its respective stockholders; provided, however, that . The Proxy Statement shall include the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light recommendation of the date set for Board of Directors of each of Friede Goldman and Halter Marine in favor of the Company Stockholders’ Meeting and the Parent Stockholders’ MeetingMerger, except as otherwise provided in Section 6.04(b) or Section 6.05(b) hereof. No filing of, or amendment or supplement to, to the Proxy Statement shall or the Registration Statement will be made by Parent Friede Goldman or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, Halter Marine without the prior written consent approval of the other party, such consent party (which approval shall not to be unreasonably withheldwithheld or delayed). Parent Friede Goldman and the Company Halter Marine each shall will advise the other, promptly after it 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, the suspension of the qualification of the Parent Friede Goldman 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 Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement; Proxy Statement. (a) As promptly as practicable after Neither the execution Schedule 14D-9 nor any of this Agreement, Parent and the information supplied or to be supplied by the Company shall prepare and file in writing for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Registration Statement on Form S-4 to be filed with the SEC a joint proxy statement relating to by Parent in connection with the Company Stockholders’ Meeting and issuance of Parent Common Stock in the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”"REGISTRATION STATEMENT") and Parent shall prepare and file with or (iii) the SEC a registration proxy and/or information statement on Form S-4 relating to the meeting of the Company's stockholders (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall "COMPANY STOCKHOLDERS' MEETING") to be included, held in connection with the registration under Merger (the Securities Act "PROXY STATEMENT" and, together with the Registration Statement, the "PROXY STATEMENT/PROSPECTUS") will, at the respective times filed with the SEC or other regulatory agency and, in addition, (A) in the case of the shares Offer Documents, at the date they or any amendments or supplements thereto are mailed to Stockholders, (B) in the case of Parent Common Stock the Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto are mailed to be issued to stockholders, at the stockholders time of the Company Stockholders' Meeting and at the Effective Time and (C) in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date case of the Registration Statement, Parent shall take all when it becomes effective under the Securities Act and at the Effective Time, contain any untrue statement of a material fact or omit to state any action reasonably material fact required under any applicable federal to be stated therein or state securities Laws necessary in connection with order to make the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SECstatements therein, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for circumstances under which they are made, not misleading. The Proxy Statement and Schedule 14D-9 will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company Stockholders’ Meeting and or any of its respective affiliates, officers or directors should be discovered by the Parent Stockholders’ Meeting. No filing of, or Company which should be set forth in an amendment or supplement toto the Registration Statement, Offer Documents or the Proxy Statement/Prospectus, the Proxy Statement Company shall be made promptly inform Parent and Merger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, Merger Sub which is contained in each case, without the prior written consent any of the other party, such consent not to be unreasonably withheldforegoing documents. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationSECTION 3.14.

Registration Statement; Proxy Statement. (a) As promptly soon as practicable after the execution date of this Agreement, Parent WorldCom and the Company CompuServe shall prepare and file with the SEC a joint the proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ CompuServe Stockholders Meeting (together with any amendments thereof or supplements thereto, the “"CompuServe Proxy Statement”) " or "Proxy Statement"), and Parent WorldCom shall prepare and file with the SEC a registration statement Registration Statement on Form S-4 (together with all amendments thereto, the “"Registration Statement”; ") with respect to the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the Merger and registration under the Securities Act of the shares of Parent WorldCom Common Stock Shares to be issued to CompuServe's stockholders in connection therewith. Each of WorldCom, H&R Block and CompuServe shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable thereafter. The CompuServe Proxy Statement will be mailed to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective CompuServe as promptly soon as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of Parent and the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable possible after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meetingis declared effective. No filing of, or amendment or supplement to, to the Proxy Statement shall be made by Parent or the Company, without providing each other such party with reasonable time to review and no filing of, or comment on such amendment or supplement to, the Registration Statement shall be made by Parent, and in each case, any case without the prior written consent of WorldCom. No amendment (or supplement) to the Registration Statement (or the prospectus forming a part thereof) shall be made without providing each other partysuch party with reasonable time to review and comment on such amendment (or supplement) and in any case without prior approval of CompuServe, such consent which approval shall not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly Promptly after it receives receiving notice thereof, unless such notice was received from another party hereto, each of WorldCom and CompuServe shall advise each such other party of the time when the Registration Statement has become effective or any amendment thereto or any supplement or amendment to the CompuServe Proxy Statement has been filed, of or the issuance of any stop order, the suspension or of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC or NASDAQ for amendment of the Registration Statement. WorldCom shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or consenting to service of process in any jurisdiction in any action other than one arising out of the offering of the WorldCom Common Shares in such jurisdiction) reasonably required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of WorldCom Common Shares in connection with the Merger, and each of CompuServe and H&R Block shall furnish all information concerning CompuServe or H&R Block, as the case may be, as may be reasonably requested in connection any such action. Except for the Proxy Statement or the Registration Statement preliminary prospectus/proxy statement, none of WorldCom, CompuServe or comments thereon and responses thereto H&R Block shall distribute any written material that might 41 constitute a "prospectus" relating to the Merger within the meaning of the Securities Act or requests by any applicable state securities law, without the SEC for additional informationprior written consent of WorldCom.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent and the Company shall The Purchaser agrees to prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent shall prepare and file with the SEC a registration statement on Form S-4 or other applicable form (together with all amendments thereto, the “"Registration Statement”; ") to be filed by the prospectus contained in the Registration Statement together Purchaser with the Proxy Statement, the “Joint Proxy/Prospectus”), in which the Proxy Statement shall be included, in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued to the stockholders of the Company in the Merger. Each of Parent and the Company shall use reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement, Parent shall take all or any action reasonably required under any applicable federal or state securities Laws SEC in connection with the issuance of shares the Initial Shares and the resale of Parent Common Stock in the Merger. Each Initial Shares by Affiliates of Parent the Company, including the prospectus and other proxy solicitation materials of the Purchaser and the Company shall furnish all information concerning it constituting a part thereof in order to solicit approval from the respective stockholders of the Purchaser and the holders Company (the "Proxy Statement") and all related documents. The registration of its capital stock as the other resale of Common Stock by Affiliates of the Company may reasonably request be by separate registration statement in connection with the Purchaser's discretion, which separate registration statement shall be deemed to be included in the definition of "Registration Statement." The Purchaser shall permit the review of such actions and Registration Statement by the preparation of Company. The Purchaser agrees to file the Registration Statement and the Proxy StatementStatement in preliminary and definitive form with each such Governmental Body (including the SEC) as may be required as soon as reasonably practicable. As The Purchaser agrees to use its Best Efforts to cause the Registration Statement and any required amendments or supplements thereto to be declared effective under the Securities Act and distributed to the Purchaser's and the Company's stockholders as promptly as reasonably practicable after filing thereof. The Purchaser agrees to use its Best Efforts to register or qualify the Registration Statement shall have become effective Initial Shares and the Proxy Statement shall have been cleared any resale thereof by the SEC, Affiliates of the Company and Parent shall mail under such other securities or state blue sky laws of such jurisdictions as the Joint Proxy/Prospectus to their respective stockholders; providedCompany or such Affiliates may reasonably request, however, except that the parties Purchaser shall consult and cooperate with each other in determining the appropriate time not for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall any such purpose be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not required to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale qualify to do business as a foreign corporation in any jurisdiction, jurisdiction wherein it is not so qualified or to file a general consent to service of process in any request by the SEC for amendment of the Proxy Statement such states or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional informationjurisdictions.

Registration Statement; Proxy Statement. (a) As promptly as practicable after the execution date of this Agreement, (i) Parent and the Company shall prepare and file with the SEC a joint proxy statement relating to the Company Stockholders’ Parent Stockholder Meeting and to be held in connection with the Parent Stockholders’ Meeting Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”) and Parent (ii) Parent, in cooperation with the Company, shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”; the prospectus contained in the Registration Statement together with the Proxy Statement, the “Joint Proxy/ProspectusForm S-4”), in which the Proxy Statement shall be includedincluded as a part (the Proxy Statement and the Form S-4, collectively, the “Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued by virtue of the Contemplated Transactions, including, without limitation, (i) shares of Parent Common Stock issued upon the conversion of Company Capital Stock (including (A) any Company Common Stock and Company Pre-Funded Warrants issued pursuant to the stockholders of Company Pre-Closing Financing and (B) any Company Capital Stock otherwise outstanding immediately prior to the Company in the Merger. Each Effective Time) and (ii) shares of Parent and the Company Common Stock underlying any Parent Pre-Funded Warrants issued pursuant to this Agreement. Parent shall use commercially reasonable best efforts to (x) cause the Registration Statement to comply with applicable rules and regulations promulgated by the SEC, (y) cause the Registration Statement to become effective as promptly as practicable, and, prior and (z) respond promptly to any comments or requests of the effective date of SEC or its staff related to the Registration Statement, . Parent shall take all or any action reasonably required under any applicable federal or state federal, state, securities and other Laws in connection with the issuance of shares of Parent Common Stock in and Parent Pre-Funded Warrants pursuant to the MergerContemplated Transactions. Each of Parent the Parties shall reasonably cooperate with the other Party and the Company shall furnish all information concerning it itself and their Affiliates, as applicable, to the holders of its capital stock other Parties that is required by law to be included in the Registration Statement as the other Parties may reasonably request in connection with such actions and the preparation of the Registration Statement and Proxy Statement. As promptly as reasonably practicable after the Registration Statement shall have become effective and the Proxy Statement shall have been cleared by the SEC, the Company and Parent shall mail the Joint Proxy/Prospectus to their respective stockholders; provided, however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy/Prospectus in light of the date set for the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting. No filing of, or amendment or supplement to, the Proxy Statement shall be made by Parent or the Company, and no filing of, or amendment or supplement to, the Registration Statement shall be made by Parent, in each case, without the prior written consent of the other party, such consent not to be unreasonably withheld. Parent and the Company each shall advise the other, promptly after it 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, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.