Common use of Actions in Connection with the Distribution Clause in Contracts

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and notify the Record Holders such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (g) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (h) ParentCo and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (i) ParentCo and SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 to be satisfied and to effect the Distribution on the Distribution Date. (j) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange of the SpinCo Distribution Shares to be distributed in the Distribution, subject to official notice of distribution. (k) ParentCo shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (l) ParentCo and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Shares issued and outstanding to be increased to equal the number of SpinCo Distribution Shares to be distributed to holders of ParentCo Shares in accordance with this Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary in accordance with the Deposit Agreement. (m) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (o) ParentCo and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by ParentCo (in respect to the shares of ParentCo) and SpinCo (in respect to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be duly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On or prior to the Distribution Date, all the Ancillary Agreements shall be entered into by the parties thereto. (s) The boards of directors of ParentCo and SpinCo shall be satisfied that each of ParentCo and SpinCo will be solvent and adequately capitalized immediately after the Distribution and ParentCo has sufficient surplus under the Laws of the Cayman Islands to distribute the SpinCo Distribution Shares.

Actions in Connection with the Distribution. (a) SpinCo shall file such amendments and supplements to the SpinCo Form 10 as RemainCo may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the SpinCo Form 10 as may be required by the Commission or federal, state or foreign securities Laws. SpinCo shall mail to the holders of RemainCo Common Stock, at such time on or prior to the Distribution Date as RemainCo shall determine, a notice of Internet availability of the SpinCo Information Statement, as well as any other information concerning SpinCo, its business, operations and management, the Plan of Separation and such other matters as RemainCo shall reasonably determine are necessary and as may be required by Law. Promptly after receiving a request from RemainCo, to the extent requested, SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1, including amendments, supplements, exhibits and Commission any such other documentation which that RemainCo determines is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo RemainCo and SpinCo shall each use commercially reasonable best efforts to obtain all necessary approvals from the SEC Commission with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and notify the Record Holders such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also preparecooperate with RemainCo in preparing, file filing with the SEC Commission and cause causing to become effective any registration statements or amendments thereto thereof which are required to effect reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, Plan of Separation or any of the Ancillary Agreements. (g) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the other transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (hc) ParentCo and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (i) ParentCo and SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 to be satisfied and to effect the Distribution on the Distribution Date. (j) Promptly after receiving a request from RemainCo, SpinCo shall prepare and file, and shall use commercially reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange of the SpinCo Distribution Shares Common Stock to be distributed in the DistributionDistribution on the New York Stock Exchange, subject to official notice of distribution. (kd) ParentCo Nothing in this Section 4.3 shall give the Exchange not less than ten (10) days’ advance notice be deemed, by itself, to shift Liability for any portion of the Record Date in compliance with Rule 10b-17 under the Exchange ActSpinCo Form 10 or SpinCo Information Statement to RemainCo. (l) ParentCo and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Shares issued and outstanding to be increased to equal the number of SpinCo Distribution Shares to be distributed to holders of ParentCo Shares in accordance with this Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary in accordance with the Deposit Agreement. (m) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (o) ParentCo and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by ParentCo (in respect to the shares of ParentCo) and SpinCo (in respect to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be duly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On or prior to the Distribution Date, all the Ancillary Agreements shall be entered into by the parties thereto. (s) The boards of directors of ParentCo and SpinCo shall be satisfied that each of ParentCo and SpinCo will be solvent and adequately capitalized immediately after the Distribution and ParentCo has sufficient surplus under the Laws of the Cayman Islands to distribute the SpinCo Distribution Shares.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo Parent and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo Parent and SpinCo shall prepare and notify mail to the Record Holders holders of Parent Common Stock such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo Parent shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (gd) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (h) ParentCo Parent and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (ie) ParentCo Parent and SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (jf) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange [ ] of the SpinCo Distribution Shares to be distributed in the Distribution, subject to official notice of distribution. (kg) ParentCo Parent shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange ActAct and shall otherwise comply with any requirements of the Nasdaq Capital Market with regard to it effecting the Distribution. (lh) ParentCo the [ ] will have approved the SpinCo Shares for listing, subject to official notice of issuance; (i) Parent and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Shares issued and outstanding to be increased increased, if necessary, to equal the number be sufficient for Distribution of sixty percent (60%) of SpinCo Distribution Shares to be distributed to holders of ParentCo Shares in accordance with this Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary Parent Common Stock in accordance with the Deposit terms of this Agreement. (mj) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (o) ParentCo The Board of Directors of Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by ParentCo (have obtained an opinion from a nationally recognized appraisal, valuation and investment banking firm, in respect a form reasonably satisfactory to the shares of ParentCo) and SpinCo (in respect Parties, substantially to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be duly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On or prior to the Distribution Date, all the Ancillary Agreements shall be entered into by the parties thereto. (s) The boards of directors of ParentCo and SpinCo shall be satisfied effect that each of ParentCo Parent and SpinCo will be solvent and adequately capitalized immediately after the Distribution and ParentCo Parent has sufficient surplus under the Laws of the Cayman Islands Delaware to distribute the SpinCo Distribution Shares. (k) Prior to finalizing, filing or executing any documentation referenced in this Section 3.2, or any other filing with the SEC or otherwise responding to comments from the SEC in connection with the transactions contemplated by this Agreement, Parent and SpinCo shall provide Pixium and its counsel with a reasonable opportunity to review and comment on each such document or filing in advance, and Parent and/or SpinCo, as applicable, shall include in such filing or document all comments reasonably proposed by Pixium (which are received within a reasonable time) in respect of such filings or documents.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and notify mail to the Record Holders holders of ParentCo Common Stock such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (g) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (hd) ParentCo and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (ie) ParentCo and SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (jf) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange of the SpinCo Distribution Common Shares to be distributed in the Distribution, subject to official notice of distribution. (kg) ParentCo shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (lh) ParentCo and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Common Shares issued and outstanding to be increased to equal the number of SpinCo Distribution Common Shares to be distributed to holders of ParentCo Shares Common Stock in accordance with this Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary in accordance with the Deposit Agreement. (m) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (oi) ParentCo and SpinCo shall take all actions as may be necessary cooperate to approve change the grants of adjusted equity awards by ParentCo (in respect to the shares of ParentCo) and SpinCo (in respect to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be duly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On name, effective on or prior to the Distribution Date, all of any entity that is part of (i) SpinCo and any of its Affiliates so that the Ancillary Agreements shall be entered into by the parties thereto. word “Theravance,” without “Biopharma” immediately following, is changed to “Theravance Biopharma”, and (sii) The boards of directors of ParentCo and SpinCo shall its Affiliates so that the words “Theravance Biopharma” are changed to “Theravance” without “Biopharma” as part of any such name. The parties acknowledge and agree that the name of Theravance UK Limited will not be satisfied that each of ParentCo and SpinCo will be solvent and adequately capitalized immediately after changed to “Theravance Biopharma UK Limited” or a comparable name prior to the Distribution and ParentCo has sufficient surplus under Date, but SpinCo agrees to do so promptly following the Laws of the Cayman Islands to distribute the SpinCo Distribution SharesDate.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo and SpinCo shall prepare and notify mail to the Record Holders holders of ParentCo Common Stock such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (g) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (hd) ParentCo and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (ie) ParentCo and SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (jf) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange of the SpinCo Distribution Common Shares to be distributed in the Distribution, subject to official notice of distribution. (kg) ParentCo shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act. (lh) ParentCo and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Common Shares issued and outstanding to be increased to equal the number of SpinCo Distribution Common Shares to be distributed to holders of ParentCo Shares Common Stock in accordance with this Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary in accordance with the Deposit Agreement. (m) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (oi) ParentCo and SpinCo shall take all actions as may be necessary cooperate to approve change the grants of adjusted equity awards by ParentCo (in respect to the shares of ParentCo) and SpinCo (in respect to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be duly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On name, effective on or prior to the Distribution Date, all of any entity that is part of (i) SpinCo and any of its Affiliates so that the Ancillary Agreements shall be entered into by the parties thereto. word “Theravance,” without “Biopharma” immediately following, is changed to “Theravance Biopharma”, and (sii) The boards of directors of ParentCo and SpinCo shall be satisfied its Affiliates so that each the words “Theravance Biopharma” are changed to “Theravance” without “Biopharma” as part of ParentCo and SpinCo will be solvent and adequately capitalized immediately after the Distribution and ParentCo has sufficient surplus under the Laws of the Cayman Islands to distribute the SpinCo Distribution Sharesany such name.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo Parent and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo Parent and SpinCo shall prepare and notify mail to the Record Holders holders of Parent Common Stock such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo Parent shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (gd) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (h) ParentCo Parent and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (ie) ParentCo Parent and SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (jf) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange [______________] of the SpinCo Distribution Shares to be distributed in the Distribution, subject to official notice of distribution. (kg) ParentCo Parent shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange ActAct and shall otherwise comply with any requirements of the Nasdaq Capital Market with regard to it effecting the Distribution. (lh) ParentCo the [____________] will have approved the SpinCo Shares for listing, subject to official notice of issuance; (i) Parent and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Shares issued and outstanding to be increased increased, if necessary, to equal the number be sufficient for Distribution of sixty percent (60%) of SpinCo Distribution Shares to be distributed to holders of ParentCo Shares in accordance with this Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary Parent Common Stock in accordance with the Deposit terms of this Agreement. (mj) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (o) ParentCo The Board of Directors of Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by ParentCo (have obtained an opinion from a nationally recognized appraisal, valuation and investment banking firm, in respect a form reasonably satisfactory to the shares of ParentCo) and SpinCo (in respect Parties, substantially to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be duly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On or prior to the Distribution Date, all the Ancillary Agreements shall be entered into by the parties thereto. (s) The boards of directors of ParentCo and SpinCo shall be satisfied effect that each of ParentCo Parent and SpinCo will be solvent and adequately capitalized immediately after the Distribution and ParentCo Parent has sufficient surplus under the Laws of the Cayman Islands Delaware to distribute the SpinCo Distribution Shares. (k) Prior to finalizing, filing or executing any documentation referenced in this Section 3.2, or any other filing with the SEC or otherwise responding to comments from the SEC in connection with the transactions contemplated by this Agreement, Parent and SpinCo shall provide Pixium and its counsel with a reasonable opportunity to review and comment on each such document or filing in advance, and Parent and/or SpinCo, as applicable, shall include in such filing or document all comments reasonably proposed by Pixium (which are received within a reasonable time) in respect of such filings or documents.

Actions in Connection with the Distribution. (a) SpinCo shall prepare and, in accordance with applicable Law, file with the SEC and cause to become effective the F-1Form 10, including amendments, supplements, exhibits and any such other documentation which is necessary or desirable to effectuate the Separation and the Distribution, and ParentCo Parent and SpinCo shall each use reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. (b) In connection with the Distribution, ParentCo Parent and SpinCo shall prepare and notify mail to the Record Holders holders of Parent Common Stock such information concerning SpinCo, the SpinCo Business, the SpinCo Assets, the SpinCo Liabilities, operations and management, the Distribution, the Separation and such other matters as ParentCo Parent shall reasonably determine and as may be required by Law. (c) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Articles shall become the amended and restated memorandum and articles of association of SpinCo. (d) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary corporate actions to effectuate and authorize the Distribution, the Separation and other related actions or transactions contemplated under this Agreement, the Deposit Agreement, or any of the Ancillary Agreement, including but not limited to the necessary board approvals and shareholders’ approvals, as applicable. (e) On or prior to the Distribution Date, ParentCo and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the F-1, unless otherwise agreed by the Parties, and (ii) SpinCo shall have such other officers as the Board of Directors of SpinCo shall appoint. (f) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements. (gd) SpinCo shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereto required to effect the registration of ADSs in connection with the transactions contemplated by this Agreement and the Deposit Agreement, or any of the Ancillary Agreements. (h) ParentCo Parent and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Distribution. (ie) ParentCo Parent and SpinCo shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.4 3.3 to be satisfied and to effect the Distribution on the Distribution Date. (jf) SpinCo shall prepare and file, and shall use reasonable best efforts to have approved and made effective, an application for the original listing on the Exchange [ ] of the SpinCo Distribution Shares to be distributed in the Distribution, subject to official notice of distribution. (kg) ParentCo Parent shall give the Exchange not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange ActAct and shall otherwise comply with any requirements of the Nasdaq Capital Market with regard to it effecting the Distribution. (lh) ParentCo the [ ] will have approved the SpinCo Shares for listing, subject to official notice of issuance; (i) Parent and SpinCo shall take all actions necessary to cause, immediately prior to the Distribution, the number and class of SpinCo Distribution Shares issued and outstanding to be increased increased, if necessary, to equal the number be sufficient for Distribution of sixty percent (60%) of SpinCo Distribution Shares to be distributed to holders of ParentCo Shares in accordance with this Agreement, and shall take all actions necessary to cause, immediately prior to the Distribution, the number of ADSs to be deposited with the Depositary Parent Common Stock in accordance with the Deposit terms of this Agreement. (mj) ParentCo shall provide instruction to the Registrar regarding the Distribution. (n) SpinCo shall enter into the Deposit Agreement with the Depositary and provide instruction to the Depositary regarding the Distribution. (o) ParentCo The Board of Directors of Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by ParentCo (have obtained an opinion from a nationally recognized appraisal, valuation and investment banking firm, in respect a form reasonably satisfactory to the shares of ParentCo) and SpinCo (in respect Parties, substantially to the shares of SpinCo) in connection with the Distribution. (p) The SpinCo Articles shall be duly adopted. (q) The ordinary shares of SpinCo shall be reclassified as Class A Ordinary Shares and Class B Ordinary Shares. (r) On or prior to the Distribution Date, all the Ancillary Agreements shall be entered into by the parties thereto. (s) The boards of directors of ParentCo and SpinCo shall be satisfied effect that each of ParentCo Parent and SpinCo will be solvent and adequately capitalized immediately after the Distribution and ParentCo Parent has sufficient surplus under the Laws of the Cayman Islands Delaware to distribute the SpinCo Distribution Shares. (k) Prior to finalizing, filing or executing any documentation referenced in this Section 3.2, or any other filing with the SEC or otherwise responding to comments from the SEC in connection with the transactions contemplated by this Agreement, Parent and SpinCo shall provide Pixium and its counsel with a reasonable opportunity to review and comment on each such document or filing in advance, and Parent and/or SpinCo, as applicable, shall include in such filing or document all comments reasonably proposed by ▇▇▇▇▇▇ (which are received within a reasonable time) in respect of such filings or documents.