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

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.133.13, the information supplied by registration statement (the Company for inclusion "Registration Statement") pursuant to which Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of Parent in connection with the general meeting of the shareholders of Parent to consider the Reverse Stock Split, the Share Amendment, the issuance of Parent Common Stock in the Merger, the Parent Name Change and the New Parent Director Election (the "Parent Shareholders Meeting"), and to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders Meeting" and, together with the Parent Shareholders Meeting, the "Shareholders Meetings") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings and Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent or any of its respective affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Parent shall promptly inform Parentthe Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the Joint Proxy Statement"JOINT PROXY STATEMENT/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersPROSPECTUS") will, at the time dates mailed to the shareholders of Company, at the times of the Shareholders Meetings shareholders meeting of Company (the "COMPANY SHAREHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy date hereof, FNB and Granite shall cooperate in the preparation of the representations Joint Proxy Statement/Prospectus. FNB agrees to prepare, in compliance with all applicable Laws, a registration statement on Form S-4 to be filed by FNB with the SEC in connection with the issuance of Parent in Section 2.13, the information supplied by the Company for inclusion FNB Common Stock in the Registration Statement shall not, at the time the Registration Statement Merger (including any amendments or supplements thereto) is declared effective by supplements, the SEC“Registration Statement”), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in shall include the Joint Proxy Statement/Prospectus will notProspectus. Granite agrees to cooperate, on the date the Joint Proxy Statement/Prospectus is first mailed and to shareholderscause its Subsidiaries to cooperate, at the time with FNB, its counsel and its accountants, in preparation of the Shareholders Meetings Registration Statement; and at the Effective Timeprovided that Granite and its Subsidiaries have cooperated as required above, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect FNB agrees to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to file the Registration Statement or a supplement as promptly as reasonably practicable after the date hereof. Each of Granite and FNB agrees to use all reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof and to keep the Registration Statement effective as long as it is necessary to consummate the Merger and the other transactions contemplated hereby. FNB and Granite shall, as promptly as practicable after receipt thereof, provide the other party with copies of any written comments, and advise the other party of any oral comments, received from the SEC with respect to the Joint Proxy Statement/Prospectus. FNB shall provide Granite with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement and any communications prior to filing such with the SEC, the Company and will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in provide Granite with a copy of all material respects such filings and communications made with the requirements SEC. FNB also agrees to use all reasonable efforts to obtain, prior to the effective date of the Securities ActRegistration Statement, all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Exchange Act transactions contemplated by this Agreement. Granite agrees to furnish to FNB all information concerning Granite, its Subsidiaries, officers, directors and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished shareholders as may be reasonably requested in connection with the preparation of, the Joint Proxy Statement/Prospectusforegoing.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Kana for inclusion in the Registration Statement shall notnot contain, at the time the Registration Statement (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 in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company Kana for inclusion in the Joint Proxy Statement/Prospectus will to be sent to the stockholders of Silknet in connection with the Silknet Stockholders Meeting and to the stockholders of Kana in connection with the Kana Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Kana and Silknet, at the time of the Shareholders Meetings and Silknet Stockholders Meeting, at the time of the Kana Stockholders Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Kana Stockholders Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Kana or any of its affiliates, officers or directors affiliates should be discovered by the Company Kana which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Kana shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSilknet.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy date of the representations of this Agreement, Parent in Section 2.13, the information supplied by and the Company for inclusion shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included thereinStatement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on be included. Neither the date Company nor Parent will file the Joint Proxy Statement/Prospectus is or Form S-4 Registration Statement with the SEC without first mailed providing the other Party and its counsel a reasonable opportunity to shareholdersreview and comment on the portions thereof prepared by such Party, at and each Party will give good faith consideration to all reasonable additions, deletions or changes suggested by the time other Party or its counsel. Each of the Shareholders Meetings Parent and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by shall use their reasonable best efforts to: (i) cause the Company which should be set forth in an amendment to the Form S-4 Registration Statement or a supplement to and the Joint Proxy Statement/ProspectusProspectus to comply with the applicable forms, rules and regulations promulgated by the Company will SEC; (ii) to promptly inform Parentnotify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; and (iii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. The Parent shall use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Actto be mailed to Parent’s stockholders, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect will use its reasonable best efforts to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, cause the Joint Proxy Statement/ProspectusProspectus to be mailed to the Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each Party shall promptly furnish to the other Party all information concerning such Party and its Subsidiaries, officers, directors and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. In addition, each Party will use its reasonable best efforts to cause such Party’s independent registered public accounting firm to consent to the inclusion or incorporation by reference of the audit reports on the annual audited consolidated financial statements of such Party included in the Form S-4 Registration Statement. The Company will use its reasonable best efforts to provide information concerning the Company to the extent reasonably necessary to enable Parent to prepare required pro forma financial statements and related footnotes required to be included in the Form S-4 Registration Statement.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The -------------------------------------------------------- information supplied by the Company LRC for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company LRC for inclusion in the Joint Proxy Statement/Prospectus will Statement to be sent to the stockholders of LRC and stockholders of OSI in connection with the LRC Stockholders Meeting and the OSI Stockholders Meeting shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersthe stockholders of OSI and LRC, at the time of the Shareholders Meetings and LRC Stockholders Meeting or the OSI Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings LRC Stockholders Meeting or the OSI Stockholder Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company LRC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will LRC shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderOSI. Notwithstanding the foregoing, the Company LRC makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub OSI which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion in the Registration Statement shall not, at the time (i) the Registration Statement (including any amendments or supplements theretoas defined in Section 2.5(b)) is declared will at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, therein not misleading and (ii) the proxy statement/prospectus to be sent to the shareholders of Company and stockholders of Parent in light connection with the meeting of Company's shareholders to consider the approval and adoption of this Agreement and the approval of the circumstances under which they were made, not misleading. The information supplied by Merger (the "Company for inclusion Shareholders' Meeting") and in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "Parent Stockholders' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersCompany's shareholders and Parent's stockholders, at the time of the Shareholders Meetings Company Shareholders' Meeting or the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the information supplied by the Company for inclusion in the Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements theretoa) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on As promptly as reasonably practicable after the date hereof, (i) Remainco shall deliver to Merger Partner the Joint Proxy Statement/Prospectus is first mailed financial statements contemplated by Sections 5.11(a) and 5.11(b) and (ii) (A) (and as promptly as reasonably practicable after the date such financial statements are delivered to shareholdersMerger Partner), at Merger Partner and Remainco shall jointly prepare and cause to be filed with the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Merger Partner shall cause to be filed with the Company SEC the Merger Partner Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will promptly inform Parentbe included as a prospectus, and (B) unless otherwise agreed in writing by Remainco and Merger Partner, Remainco shall cause Spinco to file with the SEC a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the “Spinco Registration Statement”), to register the Spinco Units to be distributed in the Distribution. The Merger Partner and Remainco shall cooperate with each other in connection with the preparation and filing of the Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement. Merger Partner and Remainco shall file or cause to be filed such other appropriate documents with the SEC as may be applicable. Merger Partner and Remainco shall (1) cause the Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement to comply as to form in all material respects with the applicable rules, regulations and requirements of the Exchange Act or Securities Act; (2) promptly notify the other of, cooperate with each other with respect to, provide the Exchange Act other Party (and its Representatives) with a reasonable opportunity to review and comment on, and respond promptly to, any comments of the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation SEC or warranty its staff with respect to any information supplied by Parent or the Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation ofPartner Registration Statement, the Joint Proxy Statement/Prospectus.Prospectus or the Spinco Registration Statement; (3) provide the other Party (and its Representatives) with a reasonable opportunity to review and comment on the Merger Partner Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement, prior to filing of any such document with the SEC, including any amendments or supplements thereto; (4) have the Merger Partner Registration Statement and the Spinco Registration Statement become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after each is filed with the SEC (it being understood that Merger Partner and Remainco shall use commercially reasonable efforts to cause the Merger Partner Registration Statement to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale for purposes of the

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied or to be supplied by the Company Oak for inclusion in the registration statement on Form S-4 pursuant to which shares of Xxxxx Common Stock issuable in the Merger will be registered with the SEC (the “Registration Statement Statement”) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Company Oak for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus will ”) to be sent to the stockholders of Oak in connection with the meeting of Oak’ stockholders to consider this Agreement and the Merger (the “Oak Stockholders’ Meeting”) and in connection with the meeting of Zoran’s stockholders to consider the issuance of shares of Xxxxx Common Stock pursuant to the Merger (the “Xxxxx Stockholders’ Meeting”) shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Oak or Xxxxx, at the time of the Shareholders Meetings and Oak Stockholders’ Meeting, at the time of the Xxxxx Stockholders’ Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Oak Stockholders’ Meeting or the Xxxxx Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Oak or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Oak which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Oak shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusXxxxx.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent GT in Section 2.133.13, the information supplied by the Company in writing specifically for inclusion in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders' Meeting") and to the shareholders of GT in connection with the meeting of the shareholders of GT (the "GT Shareholders' Meeting" and, together with the Company's Shareholders Meeting, the "Shareholders Meetings") to consider the Merger (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, at the time of the Shareholders Meetings and Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentGT and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent GT or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.12) shall not, at the time the Registration Statement (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 in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS' MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS' MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS' MEETINGS") (such joint proxy 15 21 statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders' Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders' Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make 20 the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company ValueVision or its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of National Media and ValueVision in connection with the meeting of ValueVision' stockholders (the "ValueVision Stockholders' Meeting") and the meeting of National Media's stockholders (the "National Media Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of ValueVision or National Media, at the time of the Shareholders Meetings ValueVision Stockholders' Meeting and the National Media Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings ValueVision Stockholders' Meeting or the National Media Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company ValueVision or any of its affiliatesAffiliates, officers or directors should be discovered by the Company ValueVision which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will ValueVision shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusNational Media.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company TCA in writing for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Thoratec Common Stock to be issued in the Merger (the "Registration Statement") as it relates to TCA, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall 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 included therein not misleading. The information to be supplied by TCA in writing for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of TCA in connection with the TCA Special Meeting and to the shareholders of Thoratec in connection with the Thoratec Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to as the "Joint Proxy Statement/Prospectus"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the TCA Special Meeting and the Thoratec Special Meeting, and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will notIf, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time Time, any event relating with respect to the Company TCA or any of its affiliates, officers or directors should Subsidiaries shall occur which is required to be discovered by the Company which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the stockholders of the Securities ActTCA, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoingThoratec or both, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusas appropriate.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (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 document or documents that will constitute (i) the registration statement on Form S-4 of Parent (together with all amendments thereto, the “Registration Statement”), in connection with the registration under the Securities Act of Parent Common Stock to be issued to Company’s stockholders pursuant to the accuracy Merger and (ii) the joint proxy statement/prospectus with respect to the Merger relating to the special meetings of the representations Company’s stockholders to be held to consider approval of this Agreement and the Merger (the “Company Stockholders Meeting”) and of Parent’s stockholders to be held to consider approval of an amendment to the Parent 2004 Plan increasing the number of authorized shares of Parent in Section 2.13Common Stock under the Parent 2004 Plan and the issuance of Parent Common Stock to the Company’s stockholders pursuant to the Merger (the “Parent Stockholders Meeting”) (together with any amendments thereto, the information supplied by “Joint Proxy Statement/Prospectus”). Each of the Company for inclusion in parties hereto shall use all reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the Registration Statement, the parties hereto shall nottake all action required under any applicable Laws in connection with the issuance of shares of Parent Common Stock pursuant to the Merger. Parent or the Company, at as the time case may be, shall furnish all information concerning Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement (including any amendments or supplements thereto) is declared effective by and the SEC, contain any untrue statement Joint Proxy Statement/Prospectus. Each of a material fact or omit to state any material fact necessary in order to make Parent and Company shall notify the statements included therein, in light other of the circumstances under which they were made, not misleading. The information supplied by receipt of any comments from the Company for inclusion in SEC on the Registration Statement and the Joint Proxy Statement/Prospectus will notand 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, on Company or any of their representatives and advisors and the SEC. As promptly as practicable after the effective date of the Registration Statement, the Joint Proxy Statement/Prospectus is first shall be mailed to shareholders, at the time stockholders of the Shareholders Meetings Company and at the Effective Time, contain any statement which, at such time and in light of Parent. Each of the circumstances under which it parties hereto shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to cause the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, the Exchange Act and (iii) the rules and regulations thereunder. Notwithstanding of the foregoingNasdaq Stock Market, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.Inc.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy date of the representations of Parent in Section 2.13this Agreement, the information supplied by Marvell and the Company for inclusion shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Marvell shall prepare and cause HoldCo to file with the SEC the Form S-4 Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included thereinStatement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on be included. Each of Marvell and the date Company shall use their reasonable best efforts to: (i) cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus is first mailed to shareholderscomply with the applicable forms, at rules and regulations promulgated by the time of SEC; (ii) to promptly notify the Shareholders Meetings and at the Effective Timeother Principal Party of, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading cooperate with each other with respect to and respond promptly to any material fact, comments of the SEC or will omit to state any material fact necessary in order to make its staff; and (iii) have the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Form S-4 Registration Statement or a supplement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC. Marvell will use its reasonable best efforts to cause the Joint Proxy Statement/ProspectusProspectus to be mailed to Marvell’s shareholders, and the Company will promptly inform Parent. The use its reasonable best efforts to cause the Joint Proxy Statement/Prospectus shall comply in all material respects with to be mailed to the requirements of Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act, . The Company shall promptly furnish to Marvell all information concerning the Exchange Act Inphi Entities and the rules Company’s Affiliates, officers, directors and regulations thereunderstockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. Notwithstanding the foregoingIn addition, the Company makes no representation shall use its reasonable best efforts to: (A) provide interim financial statements of the Inphi Entities (including footnotes) that are required by the Securities Act to be included in the Form S-4 Registration Statement that have been reviewed by the Company’s independent registered public accounting firm; (B) provide management’s discussion and analysis of interim and annual consolidated financial statements; (C) cause the Company’s independent registered public accounting firm to consent to the inclusion or warranty incorporation by reference of the audit reports on the annual audited consolidated financial statements of the Company included in the Form S-4 Registration Statement; (D) provide information necessary to prepare selected financial data with respect to any the Company as required by the Securities Act; and (E) provide information supplied by Parent or Merger Sub which is contained or incorporated by reference inconcerning the Company necessary to enable Marvell and the Company to prepare required pro forma financial statements and related footnotes, or furnished in connection with each case, to the preparation of, extent reasonably necessary to permit HoldCo to prepare the Joint Proxy Form S-4 Registration Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as practicable after the date of this Agreement (but in any event within 30 days following the date of this Agreement), Parent and the Company shall prepare, and Parent shall cause to be filed with the accuracy of the representations of Parent in Section 2.13SEC by Parent, the information supplied by Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the Company for inclusion SEC and any other jurisdictions in which such filing may be required the Form S-4 Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included thereinStatement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on be included as a prospectus. Each of the date Company and Parent shall use reasonable best efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus is first mailed to shareholderscomply with the applicable rules and regulations promulgated by the SEC and applicable states; (ii) to promptly notify the other of, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading cooperate with each other with respect to and respond promptly to any material fact, comments of the SEC or will omit its staff; (iii) to state any material fact necessary have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to make permit the statements therein not false or misleading; or omit consummation of the Merger. Parent shall use reasonable best efforts to state any material fact necessary cause the Joint Proxy Statement/Prospectus to correct any statement in any earlier communication with respect be mailed to Parent’s stockholders and the Company shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the solicitation Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act and qualifies under, or is exempt from qualification under, applicable state laws. Each of proxies for Parent and the Shareholders Meetings which has become false Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or misleadingreasonably requested in connection with any action contemplated by this Section 5.1. If at any time prior to the Effective Time any event relating to either Parent or the Company or becomes aware of any of its affiliates, officers or directors information that should be discovered by the Company which should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, then: (i) such party shall promptly inform the other party thereof; (ii) Parent shall provide the Company will promptly inform Parent. The (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus shall comply in all material respects prior to it being filed with the requirements SEC; (iii) Parent shall provide the Company with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) such party shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusParent.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, ---------------------- at the time the Registration Statement (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 in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy ----------- Statement/Prospectus will Prospectus") to be sent to the stockholders of Company in connection -------------------- with the special meeting of Company stockholders to consider this Agreement (the "Company Stockholders Meeting") and to the stockholders of Parent in connection ---------------------------- with the special meeting of Parent stockholders to consider the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholders ------------------- Meeting") shall not, on the date the Joint Proxy Statement/Prospectus is first ------- mailed to shareholdersstockholders of Parent and Company, or at the time of the Shareholders Meetings and Company Stockholders Meeting, or at the Effective Time, time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement made by Company in any earlier communication by Company with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub which is or will be contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Parent and Merger Sub for inclusion in the Registration Statement Joint Proxy Statement/Prospectus shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersthe Company's shareholders and the Parent stockholders, at the time of the Company Shareholders Meetings Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein therein, in light of the circumstances under which it is made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meetings Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Omega for inclusion in the registration statement on Form S-4 (or such other successor form as shall be appropriate) pursuant to which the shares of Newco Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Omega for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of Omega in connection with the meeting of Omega's shareholders to consider the Merger (the "Omega Shareholders Meeting") and to the shareholders of Online in connection with the meeting of Online's shareholders to consider the Merger (the "Online Shareholders Meeting" and, together with the Omega Shareholders Meeting, collectively herein referred to as "Shareholders Meetings") (such joint proxy statement/prospectus, together with any amendments thereof or supplements thereto, in each case in the form or forms sent as aforesaid, the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the "Joint Proxy Statement/Prospectus Prospectus" is first mailed to shareholderseither the shareholders of Omega or Online, at the time of the either of the Shareholders Meetings and or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for either of the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company Omega which should be set forth in an amendment to the Registration Statement or a supplement to the "Joint Proxy Statement/Prospectus", the Company will Omega shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements Online of the Securities Act, the Exchange Act and the rules and regulations thereundersuch event or information. Notwithstanding the foregoing, the Company Omega makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub Online which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.132.28, the information supplied by registration statement (the Company for inclusion "Registration Statement") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent in writing specifically for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent or any of its affiliatesSubsidiaries or any of their respective officers, officers directors, stockholders or directors Affiliates should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Parent shall promptly inform Parentthe Company. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Company Information which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Visionics for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Identix Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Visionics, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, shall 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 included therein not misleading. The information supplied by Visionics for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Visionics and stockholders of Identix in connection with the Visionics Special Meeting and in connection with the Identix Special Meeting (such joint proxy statement/prospectus, as amended and supplemented, is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), at the date the Joint Proxy Statement/Prospectus is first mailed to stockholders, at the time of the Visionics Special Meeting or the Identix Special Meeting and at the Effective Time shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to the Company Visionics or any of its affiliates, officers or directors should the Visionics Subsidiaries shall occur which is required to be discovered by the Company which should be set forth described in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the stockholders of the Securities Act, the Exchange Act Visionics and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusstockholders of Identix.

Registration Statement; Joint Proxy Statement/Prospectus. Subject Section 5.4.1 As promptly as practicable after the execution of this Agreement, 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”), which shall include a prospectus in connection with the issuance of shares of Parent Common Stock to the accuracy shareholders of the representations of Parent in Section 2.13Company pursuant to the Merger, the information supplied by and a joint proxy statement relating to the Company for inclusion in Shareholders’ Meeting and the Parent Shareholders’ Meeting (the “Joint Proxy Statement/Prospectus”) (it being understood that Parent shall file the Registration Statement with the SEC, and each of Parent and the Company shall notfile the Joint Proxy Statement/Prospectus). In connection therewith, at each of the time Company and Parent shall reasonably cooperate and shall cause their respective independent registered public accountants to cooperate with the other party and its independent registered public accountant, in connection with the preparation of the Registration Statement (and Joint Proxy Statement/Prospectus, including with respect to the preparation of the pro forma and other financial information required to be included therein, or in any Current Report on Form 8-K or Exchange Act report or filing by Parent, including any amendments registration statement filed by Parent, including by providing consents and customary comfort letters reasonably requested by Parent. In addition, each of the Company and Parent shall prepare and file with the SEC any Other Filings as and when required or supplements thereto) is declared effective requested by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light . Each of the circumstances under which they were made, not misleading. The information supplied Company and Parent will use reasonable best efforts to respond to any comments made by the SEC with respect to the Registration Statement, Joint Proxy Statement/Prospectus and any Other Filings, and to cause the Registration Statement to become effective as promptly as practicable. Prior to the effective date of the Registration Statement, Parent shall use reasonable best efforts to take all or any action required under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. Each of the Company for inclusion and Parent shall furnish, or cause to be furnished, 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 Registration Statement, Joint Proxy Statement/Prospectus and any Other Filings. Subject to Sections 5.5 and 5.7, as promptly as reasonably practicable, each of the Company and Parent shall mail the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to its shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect . Subject to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/ProspectusSection 5.7 hereof, the Company will promptly inform ParentProxy Statement shall include the recommendation of the Company Board that approval of this Agreement by the Company’s shareholders is advisable and that the Company Board has determined that the Merger is fair to and in the best interests of the Company’s shareholders (the 50 “Company Recommendation”). The Joint Proxy Statement/Prospectus shall comply in all material respects with also include the requirements recommendation of the Securities Act, board of directors of Parent (the Exchange Act “Parent Board”) that Parent’s shareholders approve the Merger and the rules and regulations thereunder. Notwithstanding issuance of shares of Parent Common Stock in accordance with Article 2 (the foregoing, the Company makes no representation or warranty with respect to any information supplied by “Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusRecommendation”).

Registration Statement; Joint Proxy Statement/Prospectus. Subject The registration statement on Form S-4 to be filed with the accuracy of the representations of Parent in Section 2.13, the information supplied SEC by the Company for inclusion in connection with the issuance of Company Common Stock pursuant to this Agreement (the “Registration Statement shall notStatement”) (and any amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the SECSEC and at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will notProspectus, on at the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders, the Company and ANI stockholders and at the time of the Shareholders Meetings Company Special Meeting and at the Effective TimeANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior The representations and warranties contained in this Section 4.19 will not apply to the Effective Time any event relating to the Company statements or any of its affiliates, officers or directors should be discovered by the Company which should be set forth omissions included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall (and, in each case, any amendment or supplement thereto) based upon information regarding ANI or any ANI Subsidiary supplied to the Company in writing by ANI for use therein (it being understood that all other information in the Registration Statement and Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will be deemed to have been supplied by the Company). The Registration Statement and Joint Proxy Statement/Prospectus (and, in each case, any amendment or supplement thereto) will, when filed, comply as to form in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoingand, the Company makes no representation or warranty with respect subject to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation ofSection 5.4(d), the Joint Proxy Statement/ProspectusProspectus will include the Company Board Recommendation.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of National Media or ValueVision, at the time of the Shareholders Meetings National Media Stockholders' Meeting and the ValueVision Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings National Media Stockholders' Meeting or the ValueVision Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company National Media or any of its affiliatesAffiliates, officers or directors should be discovered by the Company National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will National Media shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusValueVision.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the Registration Statement (as defined in Section 3.4(b)) shall not, not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (including any amendments a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplements theretosupplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is declared effective by first mailed to Company's stockholders and Parent's stockholders or at the SECtime of the Company Stockholders' Meeting or the Parent Stockholders' Meeting, 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 included therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy date of the representations of this Agreement, Parent in Section 2.13, the information supplied by and the Company for inclusion in shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included thereinStatement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on be included as a prospectus. Each of Parent and the date Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus is first mailed to shareholderscomply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading cooperate with each other with respect to and respond promptly to any material fact, comments of the SEC or will omit its staff; (iii) to state any material fact necessary have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to make permit the statements therein not false or misleading; or omit consummation of the Merger. Parent shall use commercially reasonable efforts to state any material fact necessary cause the Joint Proxy Statement/Prospectus to correct any statement in any earlier communication with respect be mailed to Parent’s stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the solicitation Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of proxies for Parent and the Shareholders Meetings which has become false Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or misleadingreasonably requested in connection with any action contemplated by this Section 5.1. If at any time prior to the Effective Time any event relating to either Parent or the Company or becomes aware of any of its affiliates, officers or directors information that should be discovered by the Company which should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will then such party: (i) shall promptly inform Parent. The the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus shall comply in all material respects prior to it being filed with the requirements SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusParent.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The -------------------------------------------------------- information supplied by the Company OSI for inclusion in the Registration Statement on Form S-4 (the "Registration Statement") pursuant to which the shares of LRC Common Stock issuable in the Merger will be registered with the SEC shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company OSI for inclusion in the joint proxy statement/prospectus (the "Proxy Statement") to be sent to the stockholders of OSI and LRC in connection with the meeting of OSI's stockholders to consider the Merger (the "OSI Stockholders Meeting") and the meeting of LRC's stockholders to consider the Merger (the "LRC Stockholders Meeting") (such Proxy Statement as amended or supplemented, together with the letters to stockholders, notices of meeting, forms of proxies to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "Joint Proxy Statement/Prospectus will ") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of OSI or LRC, at the time of the Shareholders Meetings and OSI Stockholders Meeting or the LRC Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings OSI Stockholders Meeting or the LRC Stockholder Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company OSI which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will OSI shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act LRC and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company OSI makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent LRC or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion or incorporation in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with 28- the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy date of the representations of this Agreement, Parent in Section 2.13, the information supplied by and the Company for inclusion in shall cooperate to prepare and Parent shall cause to be filed with the SEC the Form S-4 Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included thereinStatement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on be included as a prospectus. Each of Parent and the date Company shall use commercially reasonable efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus is first mailed to shareholderscomply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, at cooperate with each other with respect to, provide the time other party (and its counsel) with a reasonable opportunity to review and comment on, and respond promptly to any comments of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false SEC or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication its staff with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Form S-4 Registration Statement or and the Joint Proxy Statement/Prospectus; (iii) to provide the other party (and its counsel) with a supplement reasonable opportunity to review and comment on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus, and any amendment or supplement thereto, prior to filing of any such document with the Company will SEC; (iv) to have the Form S-4 Registration Statement become effective under the Securities Act as promptly inform Parentas practicable after it is filed with the SEC; and (v) to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. The Joint Proxy Statement/Prospectus Company shall comply in all material respects cause to be filed with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, SEC the Joint Proxy Statement/Prospectus, Parent shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders, and the Company shall use commercially reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders, in each case as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If either Parent or the Company becomes aware of any information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus, then such party: (i) shall promptly inform the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus prior to it being filed with the SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Company or Parent.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy date of this Agreement (but in any event within 45 days following the representations date of this Agreement), Parent in Section 2.13, the information supplied by and the Company for inclusion in shall prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included thereinStatement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on be included as a prospectus. Each of Parent and the date Company shall use reasonable best efforts: (i) to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus is first mailed to shareholderscomply with the applicable rules and regulations promulgated by the SEC; (ii) to promptly notify the other of, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading cooperate with each other with respect to and respond promptly to any material fact, comments of the SEC or will omit its staff; (iii) to state any material fact necessary have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) to keep the Form S-4 Registration Statement effective through the Closing in order to make permit the statements therein not false or misleading; or omit consummation of the Merger. Parent shall use reasonable best efforts to state any material fact necessary cause the Joint Proxy Statement/Prospectus to correct any statement in any earlier communication with respect be mailed to Parent’s stockholders, and the Company shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the solicitation Company’s stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of proxies for Parent and the Shareholders Meetings which has become false Company shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or misleadingreasonably requested in connection with any action contemplated by this Section 5.1. If at any time prior to the Effective Time any event relating to either Parent or the Company or becomes aware of any of its affiliates, officers or directors information that should be discovered by the Company which should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will then such party: (i) shall promptly inform Parent. The the other party thereof; (ii) shall provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus shall comply in all material respects prior to it being filed with the requirements SEC; (iii) shall provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) shall cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusParent.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "Registration Statement") pursuant to which the GT Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company GT specifically in writing for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company GT, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company GT or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company GT or Merger Sub will promptly inform Parentthe Company. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes GT and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied or to be supplied by the Company Optium for inclusion in the registration statement on Form S 4 pursuant to which shares of Finisar Common Stock issuable in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by the Company Optium for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will ") to be sent to the stockholders of Optium in connection with the meeting of Optium's stockholders to consider this Agreement and the Merger (the "Optium Stockholders' Meeting") and in connection with the meeting of Finisar's stockholders to consider the issuance of shares of Finisar Common Stock pursuant to the Merger (the "Finisar Stockholders' Meeting") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Optium or Finisar, at the time of the Shareholders Meetings and Optium Stockholders' Meeting, at the time of the Finisar Stockholders' Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Optium Stockholders' Meeting or the Finisar Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Optium or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Optium which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Optium shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusFinisar.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as reasonably practicable after the accuracy date of the representations of this Agreement, Parent in Section 2.13, the information supplied by and the Company for inclusion in shall jointly prepare and cause to be filed with the Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the Company SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will promptly inform Parentbe included as a prospectus. The Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus shall to comply in all material respects with the all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the Exchange Act SEC or its staff, including for any amendment or supplement to the Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the rules and regulations thereunder. Notwithstanding SEC or its staff, on the foregoingother hand, relating to the Company makes no representation Form S-4 Registration Statement or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in advance on the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus (including any amendments or supplements to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, except to the extent such disclosure or communication relates to a Company Acquisition Proposal or Parent Acquisition Proposal.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false 16- or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, in or furnished in connection with the preparation of, of the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement of Parent on Form S-4 pursuant to which shares of Parent Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, at the time the Registration Statement (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 in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will Prospectus") to be sent to the stockholders of Company in connection with the special meeting of Company stockholders to consider this Agreement (the "Company Stockholders Meeting") and to the stockholders of Parent in connection with the special meeting of Parent stockholders to consider the issuance of Parent Common Stock in connection with the Merger (the "Parent Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Parent and Company, or at the time of the Shareholders Meetings and Company Stockholders Meeting, or at the Effective Time, time of the Parent Stockholders Meeting (if one is held) contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement made by Company in any earlier communication by Company with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied or to be supplied by Parent or Merger Sub which is or will be contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied by the Company for inclusion or incorporation by reference in (a) the Registration Statement on Form S-4 to be filed under the Securities Act with the SEC by Parent in connection with the Merger for the purpose of registering the shares of Parent Common Stock to be issued in the Parent Merger and the shares of Surviving Corporation Common Stock to be issued in the Reincorporation Merger, and any amendments or supplements thereto (the "Registration Statement") or (b) the proxy or information statement to be distributed, together with the prospectus included in the Registration Statement shall notStatement, in connection with the respective meetings of the Company's and Parent's shareholders (the "Shareholders Meetings") to vote upon this Agreement and the transactions contemplated hereby, and any amendments or supplements thereto (the "Proxy Statement/Prospectus") will, in the case of the Registration Statement, at the time it becomes effective and at the Registration Statement (including any amendments or supplements thereto) is declared effective by time of the SECShareholders Meetings, and in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof to shareholders and at the time of the Shareholders Meetings, 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 included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form and substance with the requirements of the Securities ActLaws, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes except that no representation or warranty is made by Company with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusderived therefrom for inclusion therein.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to (a) As promptly as practicable after the accuracy date of the representations of Parent in Section 2.13this Agreement, Lxxxxx shall supply BFC with the information supplied pertaining to Lxxxxx required by the Company Securities Act or the Exchange Act, as the case may be, for inclusion or incorporation by reference in the Registration Statement and the Joint Proxy Statement/Prospectus to be filed by BFC, which information shall notnot at each time the Registration Statement is filed with the SEC, at the time it becomes effective under the Securities Act, at the time the Registration Statement (including any amendments Joint Proxy Statement/Prospectus is mailed to Lxxxxx’x shareholders or supplements thereto) is declared effective by at the SECtime of the Lxxxxx Special Meeting or the BFC Special Meeting, 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 included therein, in light of the circumstances under which they were made, not misleading. The information supplied No representation is or shall be made by Lxxxxx with respect to the Company for inclusion accuracy of statements made in the Joint Proxy Statement/Prospectus will not, or the Registration Statement based on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at information supplied by BFC or Merger Sub for inclusion or incorporation by reference in such documents. If before the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company Lxxxxx or any of its affiliatesSubsidiaries, officers or directors should be their respective officers, managers or directors, is discovered by the Company which Lxxxxx that should be set forth in an amendment or a supplement to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Lxxxxx shall promptly inform Parent. The Joint Proxy Statement/Prospectus BFC and shall comply in all material respects with provide to BFC appropriate amendments or supplements to the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation Registration Statement or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus., and the representations and warranties of Lxxxxx set forth in this Section 7.6(a) as to the accuracy of such information shall apply to all such amended or supplemented information

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by DARA or required to be supplied by DARA (except to the Company extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the Registration Statement Statement, or any amendment or supplement thereto, shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or 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 in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by DARA or required to be supplied by DARA (except to the Company extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to shareholdersPoint’s stockholders and DARA’s stockholders, at the time of the Shareholders Meetings Point Stockholders Meeting and the DARA Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of Point for the Shareholders Meetings Point Stockholders Meeting or by or on behalf of DARA for the DARA Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the The Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The and Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Exchange Act and the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Company DARA makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied solely by Parent Point or Merger Sub which is contained in or incorporated by reference in, or furnished in connection with omitted from any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company IMSI for inclusion or incorporation by reference in the Registration Statement (as defined in Section 4.14) shall not, at the time the Registration Statement (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 in order to make the statements statement included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company IMSI for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of IMSI in connection with the meeting of the stockholders of IMSI to consider the Merger (the "IMSI Stockholders' Meeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and IMSI Stockholders' Meeting, or at the Effective Time, contain any statement whichstatement, which at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings IMSI Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company IMSI or any of its respective affiliates, officers or directors should be discovered by the Company IMSI which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will IMSI shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderDCDC. Notwithstanding the foregoing, the Company IMSI makes no representation or warranty with respect to any information supplied by Parent or Merger Sub DCDC which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 hereof (the Company for inclusion in the Joint Proxy Statement"JOINT PROXY STATEMENT/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersPROSPECTUS") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as practicable after the date of this Agreement, and in no event later than forty-five (45) days following the date hereof, HW shall prepare (with Valor’s reasonable cooperation) and cause to be filed with the accuracy of SEC the representations of Parent in Section 2.13, Joint Proxy Statement/Prospectus and HW shall prepare (with Valor’s reasonable cooperation) and cause to be filed with the information supplied by SEC the Company for inclusion in the Form S-4 Registration Statement shall not, at the time the Registration Statement (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 necessary in order to make the statements included thereinStatement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, be included as a prospectus. HW shall provide Valor with a reasonable opportunity to review and comment on the date the Joint Proxy Statement/Prospectus and the Form S-4 Registration Statement and any amendments or supplements thereto (which comments shall be considered in good faith) prior to filing. No filing of the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, or, in each case any amendments or supplements thereto, shall be made by HW or any of its Affiliates without the prior consent of Valor (which shall not be unreasonably withheld, delayed or conditioned). HW shall cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC. HW shall use its reasonable efforts to (i) respond promptly to any comments of the SEC or its staff, (ii) have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is first filed with the SEC, (iii) keep the S-4 Registration Statement effective as long as is necessary to consummate the Transactions, and (iv) cause the Joint Proxy Statement/Prospectus to be cleared by the SEC as promptly as reasonably practicable. Each party agrees to provide the other parties and their respective counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel receives from the SEC or its staff with respect to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus promptly after receipt thereof, and any written or oral responses thereto. Each party and their respective counsel shall be given a reasonable opportunity to review any such written responses and each party shall consider in good faith the additions, deletions or changes suggested thereto by the other parties and their respective counsel. HW shall cause the Joint Proxy Statement/Prospectus to be mailed to shareholdersHW’s stockholders as promptly as practicable, at and in no event later than the time of fifth (5th) business day following the Shareholders Meetings date the Form S-4 Registration Statement is declared effective under the Securities Act. Each party shall promptly furnish to the other party all information concerning such party and at such party’s subsidiaries and such party’s stockholders that may be reasonably required in connection with any action contemplated by this Section 8.4. If, prior to the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company a party or its subsidiaries occurs, or if a party becomes aware of any of its affiliatesinformation, officers or directors that should be discovered by the Company which should be set forth disclosed in an amendment or supplement to the Form S-4 Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will then such party shall promptly inform Parent. The Joint Proxy Statement/Prospectus the other parties thereof and shall comply in all material respects cooperate fully with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation other parties in filing such amendment or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection supplement with the preparation ofSEC and, if appropriate, in mailing such amendment or supplement to the Joint Proxy Statement/Prospectusstockholders of any applicable party.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.133.13, the information supplied by the Company for inclusion in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "STOCKHOLDERS MEETING") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should should, under the applicable requirements of the Securities Act or the Exchange Act, be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentParent and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the -------------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement on Form S-4 (or on such other form as shall be appropriate) (as it may be amended, the Company for inclusion "Registration Statement") pursuant to which the Tyco Common Shares to be issued in connection with the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Tyco, Beta or Merger Sub in writing specifically for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, shareholders or at the time of the Shareholders Meetings and at the Effective TimeMeetings, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Tyco, Beta, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Tyco, Beta or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Beta or Merger Sub will promptly inform Parentthe Company. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes Beta and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the -------------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Genesis Delaware in connection with the issuance of shares of Genesis Delaware Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Acquiror pursuant to Section 6.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the shareholders of Acquiror, at the times of the shareholders' meeting of Acquiror (the "Acquiror Shareholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Acquiror or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the information supplied by the Company for inclusion in the The Registration Statement shall not, not at the time it becomes effective under the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The Registration Statement shall, as of the time it becomes effective under the Securities Act be prepared in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder applicable thereto. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will Statement shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersPredix’s stockholders, and at the time of the Shareholders Meetings and at the Effective TimePredix Stockholders’ Meeting, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Predix Stockholders’ Meeting which has become false or misleading. The Joint Proxy Statement will comply as to form in all material respect with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company EPIX or any of its affiliates, officers or directors should be discovered by the Company EPIX which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will EPIX shall promptly inform Parent. The Joint Proxy Statement/Prospectus Predix, and EPIX shall comply promptly commence preparation of such amendment or supplement in all material respects accordance with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderSection 5.01. Notwithstanding the foregoing, the Company EPIX makes no representation or warranty with respect to any information supplied by Parent or Merger Sub Predix and its subsidiaries which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to The information regarding ANI and the accuracy of the representations of Parent in Section 2.13, the information ANI Subsidiaries supplied by the Company ANI for inclusion in the Registration Statement shall not(and any amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the Securities and Exchange Commission (the “SEC”) and at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information regarding ANI and the ANI Subsidiaries supplied by the Company ANI for inclusion in the joint proxy statement/prospectus to be sent to (a) the Company’s stockholders in connection with the solicitation of proxies in favor of (i) the approval of the Company Charter Amendments and (ii) the approval of the issuance of shares of Company Common Stock pursuant to this Agreement (and any amendment or supplement thereto) and (b) ANI’s stockholders in connection with the solicitation of proxies in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, including the Merger (the “Joint Proxy Statement/Prospectus will notProspectus”), on in each case, at the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders, the Company and ANI stockholders and at the time of the Shareholders Meetings Company Special Meeting and at the Effective TimeANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior The representations and warranties contained in this Section 3.20 will not apply to the Effective Time any event relating to the Company statements or any of its affiliates, officers or directors should be discovered by the Company which should be set forth omissions included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/ProspectusProspectus (and, in each case, any amendment or supplement thereto) based upon information regarding the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, or any the Company makes no representation or warranty with respect to any information Subsidiary supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation ofCompany for use therein. Subject to Section 5.3(d), the Joint Proxy Statement/ProspectusProspectus will include the ANI Board Recommendation.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 (the Company for inclusion in "JOINT PROXY STATEMENT/PROSPECTUS") will, at the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first dates mailed to shareholdersthe respective stockholders of Company and Parent, at the time of the Shareholders Meetings stockholders' meeting of Company in connection with the adoption of this Agreement (the "COMPANY STOCKHOLDERS' MEETING"), at the time of the stockholders' meeting of Parent in connection with the Share Issuance (the "PARENT STOCKHOLDERS' MEETING") and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained included or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company IMSI for inclusion or incorporation by reference in the Registration Statement (as defined in Section 4.14) shall not, at the time the Registration Statement (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 in order to make the statements statement included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company IMSI for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of IMSI in connection with the meeting of the stockholders of IMSI to consider the Merger (the "IMSI Stockholders' Meeting") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and IMSI Stockholders' Meeting, or at the Effective Time, contain any statement whichstatement, which at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact required to be stated therein or necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings IMSI Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company IMSI or any of its respective affiliates, officers or directors should be discovered by the Company IMSI which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will IMSI shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderDCDC. Notwithstanding the foregoing, the Company IMSI makes no representation or warranty with respect to any information supplied by Parent or Merger Sub DCDC which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectus.foregoing documents. Section 1.1

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the “S-4”) will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Parent pursuant to Section 5.1 (the Company for inclusion in the “Joint Proxy Statement/Prospectus will notProspectus”) will, on at the date the Joint Proxy Statement/Prospectus is first dates mailed to shareholdersthe respective stockholders of Company and Parent, at the time of the Shareholders Meetings stockholders’ meeting of Company in connection with the adoption of this Agreement (the “Company Stockholders’ Meeting”), at the time of the stockholders’ meeting of Parent in connection with the Share Issuance (the “Parent Stockholders’ Meeting”) and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements applicable provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained included or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/ Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the SEC or its staff, including for any amendment or supplement to the accuracy Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the representations of Parent Mergers; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in Section 2.13, advance on the information supplied by the Company for inclusion in the Form S-4 Registration Statement shall not, at and the time the Registration Statement Joint Proxy Statement/Prospectus (including any amendments or supplements theretoto the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) is declared effective by and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, contain any untrue statement of except to the extent such disclosure or communication relates to a material fact Company Acquisition Proposal or omit Parent Acquisition Proposal. The Company will, prior to state any material fact filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary in order to make the statements included therein, in light consents of the circumstances under which they were made, not misleading. The information supplied by Company Financial Advisor to permit the Company for inclusion to include in the Joint Proxy Statement/Prospectus will notthe Company Fairness Opinion. Parent will, on prior to filing the date preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Parent Financial Advisor to permit Parent to include in the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusFairness Opinion.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "Parent Stockholders Meeting," and together with the Company Stockholder Meeting, the "Stockholders Meetings") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, in or furnished in connection with the preparation of, of the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of the Company, at the time of the Shareholders Meetings Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by Parent or Merger Sub which should, under the Company which should applicable requirements of the Securities Act or the Exchange Act be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parentthe Company. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. The Registration Statement and Joint Proxy Statement/Prospectus shall comply in all material respects as to form with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Registration Statement/Prospectus.. 20

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Predix for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared filed with the SEC and at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information to be supplied by Predix for inclusion in the joint proxy statement/ prospectus to be sent to the stockholders of Predix and EPIX in connection with the meeting of Predix’s stockholders to consider the approval of this Agreement and the Merger (the “Predix Stockholders’ Meeting”) and in connection with the meeting of EPIX’s stockholders to consider the approval of this Agreement, the Merger and the issuance of shares of EPIX Common Stock pursuant to the terms of the Merger (the “EPIX Stockholders’ Meeting”) (such joint proxy statement/ prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement”) shall not, on the date the Joint Proxy Statement is first mailed to EPIX’s stockholders, and Table of Contents at the time of the EPIX Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings EPIX Stockholders’ Meeting which has become false or misleading. If at any time prior to the Effective Time Time, any event relating to the Company Predix, its subsidiaries or any of its their affiliates, officers or directors should be discovered by the Company Predix or its subsidiaries which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Predix shall promptly inform ParentEPIX of such event. The Joint Proxy Statement/Prospectus shall Statement will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company Predix makes no representation or warranty with respect to any information supplied by Parent or Merger Sub EPIX which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "Registration Statement") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Parent for inclusion or incorporation in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to any information supplied by the Company which is contained in any of the foregoing documents. Notwithstanding the foregoing, Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Genesis Delaware in connection with the issuance of shares of Genesis Delaware Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company and Acquiror pursuant to Section 6.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby at the dates mailed to the shareholders of Acquiror, at the times of the shareholders' meeting of Acquiror (the "Acquiror Shareholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement which, at such time and in light of the circumstances under which it shall be made, is false a material fact or misleading with respect to any material fact, or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Acquiror or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to The information regarding ANI and the accuracy of the representations of Parent in Section 2.13, the information ANI Subsidiaries supplied by the Company ANI for inclusion in the Registration Statement shall not(and any amendment or supplement thereto), at the time the Registration Statement (including and any amendments amendment or supplements supplement thereto) is filed, at the time the Registration Statement (and any amendment or supplement thereto) is declared effective by the Securities and Exchange Commission (the “SEC”) and at the Effective Time, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information regarding ANI and the ANI Subsidiaries supplied by the Company ANI for inclusion in the joint proxy statement/prospectus to be sent to (a) the Company’s stockholders in connection with the solicitation of proxies in favor of the approval of the issuance of shares of Company Common Stock pursuant to this Agreement (and any amendment or supplement thereto) and (b) ANI’s stockholders in connection with the solicitation of proxies in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, including the Merger (the “Joint Proxy Statement/Prospectus will notProspectus”), on in each case, at the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders, the Company and ANI stockholders and at the time of the Shareholders Meetings Company Special Meeting and at the Effective TimeANI Special Meeting (or any adjournment or postponement thereof), will not contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they were made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior The representations and warranties contained in this Section 3.20 will not apply to the Effective Time any event relating to the Company statements or any of its affiliates, officers or directors should be discovered by the Company which should be set forth omissions included in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/ProspectusProspectus (and, in each case, any amendment or supplement thereto) based upon information regarding the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, or any the Company makes no representation or warranty with respect to any information Subsidiary supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation ofCompany for use therein. Subject to Section 5.3(d), the Joint Proxy Statement/ProspectusProspectus will include the ANI Board Recommendation.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as reasonably practicable after the date of this Agreement, Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and Parent shall prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus. Each of the parties shall: (i) use reasonable best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/ Prospectus to comply in all material respects with all applicable rules, regulations and requirements of the Exchange Act or Securities Act; (ii) promptly notify the other upon receipt of, and cooperate with each other and use reasonable best efforts to respond to, any comments or requests of the SEC or its staff, including for any amendment or supplement to the accuracy Form S-4 Registration Statement of Joint Proxy Statement/Prospectus; (iii) promptly provide the other party with copies of all written correspondence and a summary of all oral communications between it or its Representatives, on the one hand, and the SEC or its staff, on the other hand, relating to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus; (iv) use reasonable best efforts to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; (v) use reasonable best efforts to keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the representations of Parent Merger; and (vi) cooperate with, and provide the other party with a reasonable opportunity to review and comment in Section 2.13, advance on the information supplied by the Company for inclusion in the Form S-4 Registration Statement shall not, at and the time the Registration Statement Joint Proxy Statement/Prospectus (including any amendments or supplements theretoto the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus) is declared effective by and any substantive correspondence (including all responses to SEC comments), prior to filing with the SEC or mailing, and shall provide to the other a copy of all such filings or communications made with the SEC, contain any untrue statement of except to the extent such disclosure or communication relates to a material fact Company Acquisition Proposal or omit Parent Acquisition Proposal. The Company will, prior to state any material fact filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary in order to make the statements included therein, in light consents of the circumstances under which they were made, not misleading. The information supplied by Company Financial Advisors to permit the Company for inclusion to include in the Joint Proxy Statement/Prospectus will notthe opinion of the Company Financial Advisors that, on as of the date of such opinion and subject to the assumptions, qualifications and limitations set forth in such opinion, the Exchange Ratio pursuant to this Agreement is fair, from a financial point of view, to the holders of shares of Company Common Stock. Parent will, prior to filing the preliminary Joint Proxy Statement/Prospectus, obtain all necessary consents of the Parent Financial Advisors to permit Parent to include in the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time written opinion of the Shareholders Meetings and at the Effective TimeParent Financial Advisors that, contain any statement which, at such time and in light as of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect date of such opinion and subject to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliatesassumptions, officers or directors should be discovered by the Company which should be qualifications and limitations set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Actsuch opinion, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoingRatio set forth in this Agreement is fair, the Company makes no representation or warranty with respect from a financial point of view, to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusParent.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion or incorporation by reference in the Registration Statement (as defined in Section 3.12) shall not, not at the time the Registration Statement (including any amendments or and supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statementjoint proxy statement/Prospectus prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "COMPANY STOCKHOLDERS MEETING") and to be sent to the stockholders of Parent in connection with the meeting of the stockholders of Parent to consider the Merger (the "PARENT STOCKHOLDERS MEETING," and together with the Company Stockholder Meeting, the "STOCKHOLDERS MEETINGS") (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS"), will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act Parent and the rules and regulations thereunderMerger Sub. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company ValueVision or its Subsidiaries or about ValueVision or its Subsidiaries by ValueVision's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company ValueVision or its Subsidiaries for inclusion in the A-15 23 joint proxy statement/prospectus to be sent to the stockholders of National Media and ValueVision in connection with the meeting of ValueVision' stockholders (the "ValueVision Stockholders' Meeting") and the meeting of National Media's stockholders (the "National Media Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of ValueVision or National Media, at the time of the Shareholders Meetings ValueVision Stockholders' Meeting and the National Media Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings ValueVision Stockholders' Meeting or the National Media Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company ValueVision or any of its affiliatesAffiliates, officers or directors should be discovered by the Company ValueVision which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will ValueVision shall promptly inform ParentNational Media. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSECTION 3.17.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Steel Common Stock to be issued in the Merger (including the shares of Steel Common Stock issuable pursuant to the Iron Options and Warrants) will be registered under the Securities Act (including any amendments or supplements, the “Registration Statement Statement”) shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or 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 in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion in the proxy statement relating to Iron Stockholders Meeting and the Steel Stockholders Meeting (such joint proxy statement, together with the prospectus relating to the shares of Steel Common Stock to be issued in the Merger, in each case as amended or supplemented from time to time, the “Joint Proxy Statement/Prospectus will Prospectus”) shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to shareholdersIron’s stockholders and Steel’s stockholders, at the time of the Shareholders Meetings Iron Stockholders Meeting and the Steel Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of Iron for the Shareholders Meetings Iron Stockholders Meeting or by or on behalf of Steel for the Steel Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall Statement will comply in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Company Iron makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied solely by Parent or Merger Sub Steel which is contained in or incorporated by reference in, or furnished in connection with omitted from any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.23) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and, if required, to the stockholders of the Parent in connection with the meeting of the stockholders of the Parent (the "Parent Stockholders Meeting" and, together with the Company Stockholders Meeting, the "Stockholders Meetings") to consider the Parent Common Stock Issuance (as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its affiliatestheir respective officers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Registration Statement or the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent the Company in Section 2.13, the information supplied by registration statement (the Company for inclusion "REGISTRATION STATEMENT") pursuant to which the Parent Common Stock to be issued in the Registration Statement Merger will be registered with the SEC shall not, at the time the Registration Statement (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 necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders, at the time of the Shareholders Stockholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Parent, Merger Sub or any of its their respective affiliates, officers or directors should be discovered by the Company Parent or Merger Sub which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company Parent or Merger Sub will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, the Company makes Parent and Merger Sub make no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company N2K for inclusion or incorporation by reference in the registration statement on Form S-4 pursuant to which shares of NewCo Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company N2K for inclusion or incorporation by reference in the joint proxy statement/prospectus to be sent to the stockholders of CDnow and N2K in connection with the meeting of N2K's stockholders (the "N2K Stockholders' Meeting") and the meeting of CDnow's stockholders (the "CDnow Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of N2K or CDnow, at the time of the Shareholders Meetings N2K Stockholders' Meeting and the CDnow Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings N2K Stockholders' Meeting or the CDnow Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company Parent for inclusion in (i) the Registration Statement shall not, will at the time it becomes effective under the Registration Statement (including any amendments or supplements thereto) is declared effective by the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, therein not misleading. The information supplied by the Company for inclusion in misleading and (ii) the Joint Proxy Statement/Prospectus will shall not, (a) on the date the Joint Proxy Statement/Prospectus is first mailed to Parent's stockholders and Company's shareholders, (b) at the time of the Shareholders Meetings Parent Stockholders' Meeting or the Company Shareholders' Meeting and (c) at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Parent Stockholders' Meeting or the Company Shareholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company Parent or any of its affiliates, officers or directors should be discovered by the Company Parent which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Parent shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderCompany. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which Company that is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion in the Registration Statement shall not, at the time (i) the Registration Statement (including any amendments or supplements theretoas defined in Section 2.5(b)) is declared will at the time it becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, therein not misleading and (ii) the proxy statement/prospectus to be sent to the shareholders of Company and stockholders of Parent in light connection with the meeting of Company's shareholders to consider the approval and adoption of this Agreement and the approval of the circumstances under which they were made, not misleading. The information supplied by Merger (the Company for inclusion "COMPANY SHAREHOLDERS' MEETING") and in connection with the Joint Proxy Statementmeeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the terms of the Merger (the "PARENT STOCKHOLDERS' MEETING") (such proxy statement/Prospectus will prospectus as amended or supplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersCompany's shareholders and Parent's stockholders, at the time of the Shareholders Meetings Company Shareholders' Meeting or the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Shareholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time Time, any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Seller for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Buyer Common Stock to be issued in the Merger (the “Registration Statement”) as it relates to Seller, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information supplied by Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the “Proxy Statement/Prospectus”), at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to the Company Seller or any of its affiliates, officers or directors should the Seller Subsidiaries shall occur which is required to be discovered by described in the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the shareholders of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSeller.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Seller for inclusion or incorporation by reference in the Registration Statement shall noton Form S-4 registering the Buyer Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT") as it relates to Seller, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading. The information supplied by Seller for inclusion in the proxy statement/prospectus to be sent to the shareholders of Seller in connection with the Seller Special Meeting (such proxy statement/prospectus, as amended and supplemented, is referred to herein as the "PROXY STATEMENT/PROSPECTUS"), at the date the Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Seller Special Meeting and at the Effective Time will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating with respect to the Company Seller or any of its affiliates, officers or directors should the Seller Subsidiaries shall occur which is required to be discovered by described in the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will such event shall be so described, and an amendment or supplement shall be promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects filed with the requirements SEC and, as required by law, disseminated to the shareholders of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSeller.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of Company in connection with the meeting of Company's shareholders to consider the Merger (the "Company Shareholders Meeting") and to the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders Meeting") (such joint proxy 21 23 statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersCompany's shareholders and the Parent stockholders, at the time of the Company Shareholders Meetings Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meetings Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Silknet for inclusion in the registration statement of Kana on Form S-4 pursuant to which shares of Kana Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement ------------ Statement") shall notnot contain, at the time the Registration Statement (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 in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company Silknet for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will Prospectus") to be sent to the -------------------------------- stockholders of Silknet in connection with the special meeting of Silknet stockholders to consider this Agreement and the Merger (the "Silknet ------- Stockholders Meeting") and to the stockholders of Kana in connection with the -------------------- special meeting of Kana stockholders to consider the issuance of Kana Common Stock in connection with the Merger (the "Kana Stockholders Meeting") shall not, ------------------------- on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Kana and Silknet, at the time of the Shareholders Meetings and Silknet Stockholders Meeting, at the time of the Kana Stockholders Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Kana Stockholders Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Silknet or any of its affiliates, officers or directors affiliates should be discovered by the Company Silknet which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Silknet shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusKana.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Parent the Company in Section 2.132.12 hereof, (i) the information supplied by Form S-4 pursuant to which the Company for inclusion Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the Registration Statement shall notcase of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Registration Statement Parent Stockholders' Meeting and at the Effective Time and (including C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any amendments or supplements post-effective amendment thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus Statement will not, on comply as to form in all material respects with the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time applicable provisions of the Shareholders Meetings Delaware General Corporation Law and at the Effective TimeExchange Act as it relates to the Parent Stockholders' Meeting, contain any statement whichand the Form S-4, at such time and in light as it relates the issuance of the circumstances under which it shall Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be madeissued in connection with the Transactions, is false or misleading with respect will comply as to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Date any event relating to Parent, Dutchco, Amalgamation Sub or any of their respective affiliates, officers or directors should be discovered by Parent, Dutchco or Amalgamation Sub which should be set forth in an amendment to the Exchange Act and Form S-4 or a supplement to the rules and regulations thereunderJoint Proxy Statement, Parent, Dutchco or Amalgamation Sub will promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, any of the Joint Proxy Statement/Prospectus.foregoing. (b) As of August 20, 1998 and at the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and the 17

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company Silknet for inclusion in the registration statement of Kana on Form S-4 pursuant to which shares of Kana Common Stock issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall notnot contain, at the time the Registration Statement (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 in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which with they were made, not misleading. The information supplied by the Company Silknet for inclusion in the joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus will Prospectus") to be sent to the stockholders of Silknet in connection with the special meeting of Silknet stockholders to consider this Agreement and the Merger (the "Silknet Stockholders Meeting") and to the stockholders of Kana in connection with the special meeting of Kana stockholders to consider the issuance of Kana Common Stock in connection with the Merger (the "Kana Stockholders Meeting") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Kana and Silknet, at the time of the Shareholders Meetings and Silknet Stockholders Meeting, at the time of the Kana Stockholders Meeting or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Kana Stockholders Meeting or the Silknet Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Silknet or any of its affiliates, officers or directors affiliates should be discovered by the Company Silknet which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Silknet shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusKana.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent Beta in Section 2.133.13, the information supplied by the Company in writing specifically for inclusion in the Registration Statement (as defined in Section 3.13) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in the light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of the Company in connection with the meeting of the shareholders of the Company to consider the Merger (the "Company Shareholders Meeting"), and to the shareholders of Tyco in connection with the meeting of the shareholders of Tyco to consider the issuance of the Tyco Common Shares in connection with the Merger (the "Tyco Shareholders Meeting" and, together with the Company Shareholders Meeting, the "Shareholders Meetings") (such proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholders, shareholders or at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its respective affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentBeta and Merger Sub. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent Tyco, Beta or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Doubletree for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Doubletree for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Promus and Doubletree in connection with the meeting of Doubletree's stockholders (the "Doubletree Stockholders' Meeting") and the meeting of Promus's stockholders (the "Promus Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Doubletree or Promus, at the time of the Shareholders Meetings Doubletree Stockholders' Meeting and the Promus Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Doubletree Stockholders' Meeting or the Promus Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Doubletree or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Doubletree which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Statement/ Prospectus, the Company will Doubletree shall promptly inform ParentPromus. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSection 3.17.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Western Power or its Subsidiaries or about Western Power or its Subsidiaries by Western Power's agents for inclusion in the registration statement on Form S-4 pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Western Power or its Subsidiaries for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of E-Mobile and Western Power in connection with the meeting of Western Power' stockholders (the "Western Power Stockholders' Meeting") and the meeting of E-Mobile's stockholders (the "E-Mobile Stockholders' Meeting") to consider this Agreement and the Mergers (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Western Power or E-Mobile, at the time of the Shareholders Meetings Western Power Stockholders' Meeting and the E-Mobile Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Western Power Stockholders' Meeting or the E-Mobile Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Western Power or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Western Power which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Western Power shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusE-Mobile.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as practicable after the date of this Agreement (but in any event within ten (10) days following the date of this Agreement), the Parent shall prepare (and Company shall cooperate in preparing) the Form S-4 Registration Statement, and Parent shall prepare and cause to be filed with the accuracy SEC the Form S-4, which will include the Joint Proxy Statement. Parent shall (i) cause the Form S-4 Registration Statement and the Joint Proxy Statement therein to comply 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 representations SEC or its staff; (iii) to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC; and (iv) keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the Merger. Parent and the Company shall cause the definitive Joint Proxy Statement to be mailed to their respective shareholders or stockholders, as applicable, as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act. Each of Parent and the Company shall promptly furnish the other party all information concerning such party, its subsidiaries and shareholders or stockholders, as applicable, that may be required or reasonably requested in connection with any action contemplated by this Section 2.134.12, including the information supplied Company’s obligation to provide any and all financial statements required to be included in the Form S-4 Registration Statement (and any amendments thereto). Each party bears the cost of printing its own information. If either Parent or the Company becomes aware of any action taken or not taken or of any developments regarding their respective businesses, in any such case that is known by the Company for inclusion in and the Parent, as applicable, that would cause the Form S-4 Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, to contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false misleading: (i) such party shall promptly inform the other party thereof; (ii) the parties will cooperate fully to cause an amendment or supplement to be made to the Form S-4 Registration Statement, such that the Form S-4 Registration Statement no longer contains an untrue statement of a material fact or omits to state a material fact required to be stated herein or necessary to the make the statements therein no misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to (iii) Parent shall provide the Company (and its counsel) with a reasonable opportunity to review and comment on any amendment or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Form S-4 Registration Statement/Prospectus, ; (iv) Parent shall provide the Company will with a copy of any amendment or supplement to the Form S-4 Registration Statement promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects after it is filed with the requirements of the Securities Act, the Exchange Act SEC; and (v) Parent and the rules and regulations thereunder. Notwithstanding the foregoingCompany shall, the Company makes no representation if appropriate, disseminate any such amendment or warranty supplement to their respective shareholders or stockholders, as applicable, in accordance with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusapplicable Law.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as practicable after the date of this Agreement, the Buyer and the Seller shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) and the Buyer shall prepare and cause to be filed with the SEC a registration statement on Form S-4 covering the issuance of the Merger Consideration (“Form S-4 Registration Statement”), in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of the Buyer and the Seller shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and to keep the Form S-4 Registration Statement effective through the Effective Time or termination of this Agreement pursuant to Article VIII hereof. Buyer and Seller shall, 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 accuracy Joint Proxy Statement Prospectus or Form S-4 Registration Statement (or any document incorporated therein by reference) received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement Prospectus and the Form S-4 Registration Statement prior to filing such with the SEC. Notwithstanding any other provision herein to the contrary (but subject to the rights of the representations of Parent in Seller pursuant to Section 2.136.5), no amendment or supplement (including incorporation by reference) to the information supplied by Joint Proxy Statement/Prospectus or the Company for inclusion in the Form S-4 Registration Statement shall notbe made without the approval of each party, at which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement (including becomes effective, the issuance of any amendments stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or supplements thereto) sale in any jurisdiction or any request by the SEC for amendment of the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus. The Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Buyer’s stockholders, and the Seller will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Seller’s stockholders, in either case, as promptly as practicable after the Form S-4 Registration Statement is declared effective by under the SECSecurities Act; provided, contain however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date set for the Seller Stockholders’ Meeting and the Buyer Stockholders’ Meeting. If the Buyer or the Seller becomes aware of any untrue statement information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by , then such party shall promptly inform the Company for inclusion other thereof and shall cooperate with the other in filing such amendment or supplement with the Joint Proxy Statement/Prospectus will notSEC and, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersif appropriate, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at in mailing such time and in light of the circumstances under which it shall be made, is false amendment or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements stockholders of the Securities Act, the Exchange Act Buyer and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSeller.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the ------------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the shareholders of Company, at the times of the Shareholders Meetings shareholders meeting of Company (the "Company Shareholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the (a) The information supplied by the Company Representing Party for inclusion in the registration statement on Form S-4 pursuant to which shares of SWAT Common Stock issued in the Merger and shares of SWAT Common Stock issuable pursuant to Section 2.14 of this Agreement will be registered with the SEC (the “Registration Statement Statement”) shall notnot contain, at the time the Registration Statement (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 in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Representing Party for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus will ”) to be sent to the stockholders of the Company in connection with the special meeting of the Company’s stockholders to consider this Agreement and the Merger (the “Company Stockholders Meeting”) and to the stockholders of SWAT in connection with the special meeting of SWAT’s stockholders to consider the issuance of SWAT Common Stock in connection with the Merger (the “SWAT Stockholders Meeting”) shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of SWAT and the Company, at the time of the Shareholders Meetings Company Stockholders Meeting, at the time of the SWAT Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be was made, is false or misleading with respect to any material fact, matter or will omit to state any material fact necessary in order to make the statements therein contained in the Joint Proxy Statement not false or misleading; misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings SWAT Stockholders Meeting or the Company Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as reasonably practicable after the date hereof (and in any event, by May 15, 2021), Remainco shall cause to be prepared the financial statements contemplated by Section 5.14(a). As promptly as reasonably practicable after the date such financial statements are delivered to RMT Partner, (i) RMT Partner and Remainco shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and RMT Partner shall cause to be filed with the SEC the RMT Partner Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus, and (ii) Remainco shall cause Spinco to file with the SEC a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the “Spinco Registration Statement”), to register the shares of Spinco Common Stock to be distributed in the Distributions. Each of RMT Partner and Remainco shall cooperate with the other in connection with the preparation and filing of the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement. RMT Partner and Remainco shall file or cause to be filed such other appropriate documents with the SEC as may be applicable. Each of RMT Partner and Remainco shall: (A) cause the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement to comply as to form in all material respects with the applicable rules, regulations and requirements of the Exchange Act or Securities Act; (B) promptly notify the other of, cooperate with each other with respect to, provide the other party (and its Representatives) with a reasonable opportunity to review and comment on, and respond promptly to, any comments of the SEC or its staff with respect to the accuracy of the representations of Parent in Section 2.13RMT Partner Form S-4 Registration Statement, the information supplied by Joint Proxy Statement/Prospectus or the Company for inclusion in Spinco Registration Statement; (C) provide the other party (and its Representatives) with a reasonable opportunity to review and comment on the RMT Partner Form S-4 Registration Statement shall notStatement, at the time Joint Proxy Statement/Prospectus or the Spinco Registration Statement (Statement, prior to filing of any such document with the SEC, including any amendments or supplements thereto; (D) have each of the RMT Partner Form S-4 Registration Statement and the Spinco Registration Statement become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after each is declared filed with the SEC (it being understood that each of RMT Partner and Remainco shall use its reasonable best efforts to cause the RMT Partner Form S-4 Registration Statement to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale for purposes of the rules promulgated by the SEC); and (E) keep each of the RMT Partner Form S-4 Registration Statement and the Spinco Registration Statement effective through the Closing in order to permit the consummation of the Contemplated Transactions. RMT Partner shall cause the Joint Proxy Statement/Prospectus to be mailed to RMT Partner’s stockholders, contain and Remainco shall cause the Joint Proxy Statement/Prospectus to be mailed to Remainco’s stockholders, in each case as promptly as reasonably practicable after the RMT Partner Form S-4 Registration Statement becomes effective under the Securities Act. Each of RMT Partner and Remainco shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If, at any time prior to the Effective Time, any event or circumstance shall be discovered by either RMT Partner or Remainco, or either RMT Partner or Remainco becomes aware of any information furnished by it, in either case, that should be disclosed in an amendment or supplement to the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus or the Spinco Registration Statement so that such document or documents would not include any untrue statement of a material fact or omit fail to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by , then such party shall: (1) promptly inform the Company for inclusion in other party thereof; (2) provide the other party (and its Representatives) with a reasonable opportunity to review and comment on any amendment or supplement to the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus will not, on or the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time Spinco Registration Statement prior to it being filed with the Effective Time any event relating to SEC; (3) provide the Company other party with a copy of such amendment or any of its affiliatessupplement promptly after it is filed with the SEC; and (4) cooperate, officers if appropriate, in mailing such amendment or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectusstockholders of RMT Partner or Remainco (as the case may be). Remainco acknowledges that RMT Partner’s ability to comply with its obligations under this Section 5.1 depend, in part, on Remainco’s timely compliance with Section 5.14, and therefore RMT Partner shall be afforded a reasonable period to comply with such obligations based upon the Company will promptly inform Parenttiming of Remainco providing the financial statements herein contemplated. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.86

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, ------------------------------------------------------- the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent ADSs in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein not misleading; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates mailed to the stockholders of Company, at the times of the stockholders' meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the shareholders of Parent, at the times of the shareholders' meeting of Parent (the "Parent Shareholders' Meeting") in connection with the Share Issuance and as of 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 were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statement made, omitted or incorporated by reference on the basis of information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with omitted from, any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion or incorporation by reference in the Registration Statement registration statement on Form S-4, or any amendment or supplement thereto, pursuant to which the shares of Steel Common Stock to be issued in the Merger (including the shares of Steel Common Stock issuable pursuant to the Iron Options and Warrants) will be registered under the Securities Act (including any amendments or supplements, the "REGISTRATION STATEMENT") shall not, at the time the Registration Statement (including any amendments or supplements thereto) is filed with the SEC, is amended or supplemented or 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 in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by Iron or required to be supplied by Iron (except to the Company extent revised or superseded by amendments or supplements) for inclusion in the Joint Proxy Statementproxy statement relating to Iron Stockholders Meeting and the Steel Stockholders Meeting (such joint proxy statement, together with the prospectus relating to the shares of Steel Common Stock to be issued in the Merger, in each case as amended or supplemented from time to time, the "JOINT PROXY STATEMENT/Prospectus will PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to shareholdersIron's stockholders and Steel's stockholders, at the time of the Shareholders Meetings Iron Stockholders Meeting and the Steel Stockholders Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies by or on behalf of Iron for the Shareholders Meetings Iron Stockholders Meeting or by or on behalf of Steel for the Steel Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall Statement will comply in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing, the Company Iron makes no representation representation, warranty or warranty covenant with respect to any information supplied or required to be supplied solely by Parent or Merger Sub Steel which is contained in or incorporated by reference in, or furnished in connection with omitted from any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Parent the Company in Section 2.132.12 hereof, (i) the information supplied by Form S-4 pursuant to which the Company for inclusion Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the Registration Statement shall notcase of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Registration Statement Parent Stockholders' Meeting and at the Effective Time and (including C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any amendments or supplements post-effective amendment thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus Statement will not, on comply as to form in all material respects with the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time applicable provisions of the Shareholders Meetings Delaware General Corporation Law and at the Effective TimeExchange Act as it relates to the Parent Stockholders' Meeting, contain any statement whichand the Form S-4, at such time and in light as it relates the issuance of the circumstances under which it shall Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be madeissued in connection with the Transactions, is false or misleading with respect will comply as to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Date any event relating to Parent, Dutchco, Amalgamation Sub or any of their respective affiliates, officers or directors should be discovered by Parent, Dutchco or Amalgamation Sub which should be set forth in an amendment to the Exchange Act and Form S-4 or a supplement to the rules and regulations thereunderJoint Proxy Statement, Parent, Dutchco or Amalgamation Sub will promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, any of the Joint Proxy Statement/Prospectus.foregoing. (b) As of the date hereof and at the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and the Amalgamation Agreement and except for this Agreement and the Amalgamation Agreement and any other agreements or arrangements contemplated by this Agreement, Amalgamation Sub has not and will not have incurred, directly or indirectly, through any subsidiary or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any person. 3.11

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) Parent and the Company shall jointly prepare, and Parent shall cause to be filed with the accuracy SEC, the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as a prospectus, as promptly as practicable after the date of this Agreement (it being agreed that each Party will use its reasonable best efforts to file the Form S-4 Registration Statement within 45 days following the date of this Agreement). Each of Parent and the Company shall cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC. Parent shall use commercially reasonable efforts to have the Form S-4 Registration Statement become effective under the Securities Act as promptly as practicable after it is filed with the SEC, and keep the Form S-4 Registration Statement effective through the Closing in order to permit the consummation of the representations of Parent in Section 2.13, Mergers. As promptly as practicable after the information supplied by the Company for inclusion in the Form S-4 Registration Statement shall not, at the time the Registration Statement (including any amendments or supplements thereto) is declared effective under the Securities Act, (i) the Company shall cause the Joint Proxy Statement/Prospectus to be filed with the SEC and mailed to the Company’s stockholders, and (ii) Parent shall cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s stockholders. Each of Parent and the Company shall promptly furnish the other Party all information concerning such Party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If, prior to the SECreceipt of the Required Company Stockholder Vote or the Required Parent Stockholder Vote, contain either Parent or the Company becomes aware of any untrue statement information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus so that either such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by , then such Party: (A) shall promptly inform the Company for inclusion in other Party thereof; (B) shall provide the other Party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to it being filed with the Effective Time any event relating to SEC; (C) shall provide the Company other Party with a copy of such amendment or any of its affiliatessupplement promptly after it is filed with the SEC; and (D) shall cooperate, officers if appropriate, in mailing such amendment or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, stockholders of the Company will promptly inform and/or Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusas applicable.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company for inclusion in the registration statement on Form S-4 (or such other or successor form as shall be appropriate) pursuant to which the shares of Parent Common Stock to be issued in the Merger will be registered with the SEC (the "Registration Statement Statement") shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the shareholders of Company in connection with the meeting of Company's shareholders to consider the Merger (the "Company Shareholders Meeting") and to the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the Merger (the "Parent Stockholders Meeting") (such joint proxy 21 26 statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersCompany's shareholders and the Parent stockholders, at the time of the Company Shareholders Meetings Meeting and the Parent Stockholders Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madetime, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meetings Meeting or the Parent Stockholders Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors information should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation representation, warranty or warranty covenant with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company Cross for inclusion in the registration statement on Form S-4 pursuant to which shares of Interpore Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information supplied by the Company Cross for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of Interpore and Cross in connection with the meeting of Cross's stockholders (the "Cross Stockholders' Meeting") and the meeting of Interpore's stockholders (the "Interpore Stockholders' Meeting") to consider this Agreement and the Merger (the "Joint Proxy Statement/Prospectus will Prospectus") shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of Cross or Interpore, at the time of the Shareholders Meetings Cross Stockholders' Meeting and the Interpore Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Cross Stockholders' Meeting or the Interpore Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company Cross or any of its affiliatesAffiliates, officers or directors should be discovered by the Company Cross which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will Cross shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusInterpore.

Registration Statement; Joint Proxy Statement/Prospectus. (a) Subject to the accuracy of the representations of Parent the Company in Section 2.132.12 hereof, (i) the information supplied by Form S-4 pursuant to which the Company for inclusion Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be issued in connection with the Transactions will be registered with the SEC, (ii) the Joint Proxy Statement, and (iii) the Other Filings will (A) at the respective times such documents are filed with the SEC or other regulatory agency, (B) in the Registration Statement shall notcase of the Joint Proxy Statement, at the date it or any amendments or supplements thereto are mailed to stockholders, at the time of the Registration Statement Parent Stockholders' Meeting and at the Effective Time and (including C) in the case of the Form S-4, if any, when it becomes effective under the Securities Act, at the Effective Time and on the date of any amendments or supplements post-effective amendment thereto) is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus Statement will not, on comply as to form in all material respects with the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time applicable provisions of the Shareholders Meetings Delaware General Corporation Law and at the Effective TimeExchange Act as it relates to the Parent Stockholders' Meeting, contain any statement whichand the Form S-4, at such time and in light as it relates the issuance of the circumstances under which it shall Parent Common Shares, Exchangeable Shares, Units and Class B Shares to be madeissued in connection with the Transactions, is false or misleading with respect will comply as to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply form in all material respects with the requirements of the Securities Act. If at any time prior to the Effective Date any event relating to Parent, Dutchco, Amalgamation Sub or any of their respective affiliates, officers or directors should be discovered by Parent, Dutchco or Amalgamation Sub which should be set forth in an amendment to the Exchange Act and Form S-4 or a supplement to the rules and regulations thereunderJoint Proxy Statement, Parent, Dutchco or Amalgamation Sub will promptly inform the Company. Notwithstanding the foregoing, the Company Parent makes no representation or warranty with respect to any information supplied by Parent or Merger Sub the Company which is contained or incorporated by reference in, or furnished in connection with the preparation of, any of the Joint Proxy Statement/Prospectus.foregoing. (b) As of August 20, 1998 and at the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated by this Agreement and the A-17

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Registration Statement shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by the Company National Media or its Subsidiaries or about National Media or its Subsidiaries by National Media's agents for inclusion in the Joint Proxy Statement/Prospectus will shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersstockholders of National Media or ValueVision, at the time of the Shareholders Meetings National Media Stockholders' Meeting and the ValueVision Stockholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be madeA-24 00 xxxxx xx xxxe, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement/Prospectus not false or misleading; , or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings National Media Stockholders' Meeting or the ValueVision Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company National Media or any of its affiliatesAffiliates, officers or directors should be discovered by the Company National Media which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will National Media shall promptly inform ParentValueVision. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSECTION 4.17.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The -------------------------------------------------------- information supplied by the Company for inclusion in the Registration Statement (as defined in Section 3.4(b)) shall not, not at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The information supplied by Company for inclusion in the joint proxy statement/prospectus to be sent to (including any amendments a) the stockholders of Company in connection with the meeting of Company's stockholders to consider the approval and adoption of this Agreement and the approval of the Merger (the "COMPANY STOCKHOLDERS' MEETING") and (b) the stockholders of Parent in connection with the meeting of Parent's stockholders to consider the approval of the issuance of shares of Parent Common Stock pursuant to the Merger (the "PARENT STOCKHOLDERS' MEETING") (such joint proxy statement/prospectus as amended or supplements theretosupplemented is referred to herein as the "JOINT PROXY STATEMENT/PROSPECTUS") shall not, on the date the Joint Proxy Statement/Prospectus is declared effective by first mailed to Company's stockholders and Parent's stockholders or at the SECtime of the Company Stockholders' Meeting or the Parent Stockholders' Meeting, 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 included therein, in light of the circumstances under which they were are made, not misleading. The information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should is required to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as reasonably practicable after the date hereof (and in any event, by May 15, 2021), Remainco shall cause to be prepared the financial statements contemplated by Section 5.14(a). As promptly as reasonably practicable after the date such financial statements are delivered to RMT Partner, (i) RMT Partner and Remainco shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus, in preliminary form, and RMT Partner shall cause to be filed with the SEC the RMT Partner Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus, in preliminary form, will be included as a prospectus, and (ii) Remainco shall cause Spinco to file with the SEC a registration statement on Form 10 (together with any amendments, supplements, prospectus or information statements thereto, the “Spinco Registration Statement”), to register the shares of Spinco Common Stock to be distributed in the Distributions. Each of RMT Partner and Remainco shall cooperate with the other in connection with the preparation and filing of the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement. RMT Partner and Remainco shall file or cause to be filed such other appropriate documents with the SEC as may be applicable. Each of RMT Partner and Remainco shall: (A) cause the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus and the Spinco Registration Statement to comply as to form in all material respects with the applicable rules, regulations and requirements of the Exchange Act or Securities Act; (B) promptly notify the other of, cooperate with each other with respect to, provide the other party (and its Representatives) with a reasonable opportunity to review and comment on, and respond promptly to, any comments of the SEC or its staff with respect to the accuracy of the representations of Parent in Section 2.13RMT Partner Form S-4 Registration Statement, the information supplied by Joint Proxy Statement/Prospectus or the Company for inclusion in Spinco Registration Statement; (C) provide the other party (and its Representatives) with a reasonable opportunity to review and comment on the RMT Partner Form S-4 Registration Statement shall notStatement, at the time Joint Proxy Statement/Prospectus or the Spinco Registration Statement (Statement, prior to filing of any such document with the SEC, including any amendments or supplements thereto; (D) have each of the RMT Partner Form S-4 Registration Statement and the Spinco Registration Statement become effective under the Securities Act and the Exchange Act, respectively, as promptly as reasonably practicable after each is declared filed with the SEC (it being understood that each of RMT Partner and Remainco shall use its reasonable best efforts to cause the RMT Partner Form S-4 Registration Statement to become effective under the Securities Act prior to the date on which the financial statements included therein would become stale for purposes of the rules promulgated by the SEC); and (E) keep each of the RMT Partner Form S-4 Registration Statement and the Spinco Registration Statement effective through the Closing in order to permit the consummation of the Contemplated Transactions. RMT Partner shall cause the Joint Proxy Statement/Prospectus to be mailed to RMT Partner’s stockholders, contain and Remainco shall cause the Joint Proxy Statement/Prospectus to be mailed to Remainco’s stockholders, in each case as promptly as reasonably practicable after the RMT Partner Form S-4 Registration Statement becomes effective under the Securities Act. Each of RMT Partner and Remainco shall promptly furnish the other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If, at any time prior to the Effective Time, any event or circumstance shall be discovered by either RMT Partner or Remainco, or either RMT Partner or Remainco becomes aware of any information furnished by it, in either case, that should be disclosed in an amendment or supplement to the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus or the Spinco Registration Statement so that such document or documents would not include any untrue statement of a material fact or omit fail to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by , then such party shall: (1) promptly inform the Company for inclusion in other party thereof; (2) provide the other party (and its Representatives) with a reasonable opportunity to review and comment on any amendment or supplement to the RMT Partner Form S-4 Registration Statement, the Joint Proxy Statement/Prospectus will not, on or the date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time Spinco Registration Statement prior to it being filed with the Effective Time any event relating to SEC; (3) provide the Company other party with a copy of such amendment or any of its affiliatessupplement promptly after it is filed with the SEC; and (4) cooperate, officers if appropriate, in mailing such amendment or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectusstockholders of RMT Partner or Remainco (as the case may be). Remainco acknowledges that RMT Partner’s ability to comply with its obligations under this Section 5.1 depend, in part, on Remainco’s timely compliance with Section 5.14, and therefore RMT Partner shall be afforded a reasonable period to comply with such obligations based upon the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with timing of Remainco providing the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectusfinancial statements herein contemplated.

Registration Statement; Joint Proxy Statement/Prospectus. Subject The information to the accuracy of the representations of Parent in Section 2.13, the information be supplied by the Company for inclusion in the registration statement on Form S-4 pursuant to which shares of Partner Common Stock issued in the Merger will be registered under the Securities Act (the "Registration Statement Statement"), shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements included therein, in light of the circumstances under which they were made, Registration Statement not misleading. The information supplied by the Company for inclusion in the joint proxy statement/ 38 45 prospectus (the "Joint Proxy Statement/Prospectus will ") to be sent to the stockholders of Partner and Company in connection with the meeting of Company's stockholders to consider this Agreement and the Merger (the "Company Stockholders' Meeting") and the meeting of Partner's stockholders to consider the Partner Voting Proposal (the "Partner Stockholders' Meeting") shall not, on the date the Joint Proxy Statement/Prospectus Statement is first mailed to shareholdersstockholders of Company or Partner, at the time of the Shareholders Meetings Company Stockholders' Meeting and at the Effective TimePartner Stockholders' Meeting, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein made in the Joint Proxy Statement not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings Company Stockholders' Meeting or the Partner Stockholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliatesAffiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform ParentPartner. The Joint Proxy Statement/Prospectus shall comply If at any time prior to the Effective Time any event relating to Partner or any of its Affiliates, officers or directors should be discovered by Partner which should be set forth in all material respects with an amendment to the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation Registration Statement or warranty with respect a supplement to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus, Partner shall promptly inform Company.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "S-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared S-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the shareholders of Company, at the times of the Shareholders Meetings shareholders meeting of Company (the "Company Shareholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy of the representations of Parent in Section 2.13, the The information supplied by the Company with respect to the Company and its Subsidiaries and their respective officers, directors, stockholders and other Affiliates (collectively, the "Company Information") for inclusion in the Registration Statement (as defined in Section 3.23) shall not, not at the time the Registration Statement (including any amendments or supplements thereto) is declared effective by the SEC, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information Company Information supplied by the Company for inclusion in the joint proxy statement/prospectus to be sent to the stockholders of the Company in connection with the meeting of the stockholders of the Company to consider the Merger (the "Company Stockholders Meeting") and, if required, to the stockholders of the Parent in connection with the meeting of the stockholders of the Parent (the "Parent Stockholders Meeting" and, together with the Company Stockholders Meeting, the "Stockholders Meetings") to consider the Parent Common Stock Issuance (as defined in Section 5.3) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the "Joint Proxy Statement/Prospectus Prospectus") will not, on the date the Joint Proxy Statement/Prospectus (or any amendment thereof or supplement thereto) is first mailed to shareholdersstockholders, at the time of the Shareholders Meetings and Stockholders Meetings, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or will shall omit to state any material fact necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Stockholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or its Subsidiaries or any of its affiliatestheir respective officers, officers directors, stockholders or directors other Affiliates should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will shall promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/Prospectus.inform

Registration Statement; Joint Proxy Statement/Prospectus. Subject (a) As promptly as practicable after the date of this Agreement, the Buyer and the Seller shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") and the Buyer shall prepare and cause to be filed with the SEC a registration statement on Form S-4 covering the issuance of the Merger Consideration ("Form S-4 Registration Statement"), in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of the Buyer and the Seller shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC and to keep the Form S-4 Registration Statement effective through the Effective Time or termination of this Agreement pursuant to Article VIII hereof. Buyer and Seller shall, 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 accuracy Joint Proxy Statement Prospectus or Form S 4 Registration Statement (or any document incorporated therein by reference) received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement Prospectus and the Form S-4 Registration Statement prior to filing such with the SEC. Notwithstanding any other provision herein to the contrary (but subject to the rights of the representations of Parent in Seller pursuant to Section 2.136.5), no amendment or supplement (including incorporation by reference) to the information supplied by Joint Proxy Statement/Prospectus or the Company for inclusion in the Form S-4 Registration Statement shall notbe made without the approval of each party, at which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 Registration Statement (including becomes effective, the issuance of any amendments stop order, the suspension of the qualification of the Buyer Common Stock issuable in connection with the Merger for offering or supplements thereto) sale in any jurisdiction or any request by the SEC for amendment of the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus. The Buyer will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Buyer's stockholders, and the Seller will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Seller's stockholders, in either case, as promptly as practicable after the Form S-4 Registration Statement is declared effective by under the SECSecurities Act; provided, contain however, that the parties shall consult and cooperate with each other in determining the appropriate time for mailing the Joint Proxy Statement/Prospectus in light of the date set for the Seller Stockholders' Meeting and the Buyer Stockholders' Meeting. If the Buyer or the Seller becomes aware of any untrue statement information that should be disclosed in an amendment or supplement to the Form S-4 Registration Statement or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements included therein, in light of the circumstances under which they were made, not misleading. The information supplied by , then such party shall promptly inform the Company for inclusion other thereof and shall cooperate with the other in filing such amendment or supplement with the Joint Proxy Statement/Prospectus will notSEC and, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersif appropriate, at the time of the Shareholders Meetings and at the Effective Time, contain any statement which, at in mailing such time and in light of the circumstances under which it shall be made, is false amendment or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall comply in all material respects with the requirements stockholders of the Securities Act, the Exchange Act Buyer and the rules and regulations thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with the preparation of, the Joint Proxy Statement/ProspectusSeller.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "F-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared F-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the Joint Proxy Statement"JOINT PROXY STATEMENT/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersPROSPECTUS") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "COMPANY STOCKHOLDERS' MEETING") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "PARENT STOCKHOLDERS' MEETING") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.

Registration Statement; Joint Proxy Statement/Prospectus. Subject to the accuracy None of the representations of Parent in Section 2.13, the ------------------------------------------------------- information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement shall notregistration statement on Form F-4 to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "F-4") will, at the time the Registration Statement (including any amendments or supplements thereto) is declared F-4 becomes effective by under the SECSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements included therein, in light of the circumstances under which they were are made, not misleading. The information supplied ; and (ii) the joint proxy statement/prospectus to be filed with the SEC by Company pursuant to Section 5.1 hereof (the Company for inclusion in the "Joint Proxy Statement/Prospectus will not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholdersProspectus") will, at the time dates mailed to the stockholders of Company, at the times of the Shareholders Meetings stockholders meeting of Company (the "Company Stockholders' Meeting") in connection with the transactions contemplated hereby, at the dates mailed to the stockholders of Parent, at the times of the stockholders' meeting of Parent (the "Parent Stockholders' Meeting") in connection with the Share Issuance and at as of the Effective Time, contain any untrue statement whichof a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which it shall be they are made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading; or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meetings which has become false or misleading. If at any time prior to the Effective Time any event relating to the Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company will promptly inform Parent. The Joint Proxy Statement/Prospectus shall will comply as to form in all material respects with the requirements provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in, or furnished in connection with any of the preparation of, the Joint Proxy Statement/Prospectusforegoing documents.