Common use of Certain Regulatory Matters Clause in Contracts

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably and in good faith shall determine and agree in writing whether any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from Governmental Entities are required to implement the Sale and/or the Merger (such agreed approvals being the “Agreed Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, shall, and shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; (ii) promptly inform the other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactions.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably and in good faith shall determine and agree in writing whether any pre-Closing The Seller holds all permits, licenses, variances, exemptions, certificates, consents, product listings, establishment registrations, orders, approvals, clearances, confirmations, waivers, licenses, permits, orders, or any clearances and other authorizations from Governmental Entities which are required to implement for the Sale and/or conduct of the Merger Business (such agreed approvals being collectively, the “Agreed Regulatory ApprovalsPermits”);, and all periodic reports required to be filed with respect thereto are accurate and complete in all material respects. The Seller is not in default in any material respect under any Permit. (b) Except as set forth in Section 2.15(b) of the event Disclosure Schedule, no Governmental Entity has issued any notice, warning letter, regulatory letter, untitled letter or other communication or correspondence to the Seller Parties, alleging that the Seller or any Affiliate of the Seller is or was in violation of any law, regulation, rule, ordinance, clearance, approval, permission, authorization, consent, exemption, guidance or guideline applicable to the activities conducted by the Seller, or alleging that the Seller or any Affiliate was or is the subject of any pending, threatened or anticipated administrative agency or Governmental Entity investigation, proceeding, review or inquiry related to such activities, or that there are circumstances currently existing which might reasonably be expected to lead to any loss of or refusal to renew any of the Permits. (c) Except as set forth in Section 2.15(c) of the Disclosure Schedule, the Seller has timely filed all registrations, declarations, reports, notices, forms and other filings required to be filed by it is determined with the any Agreed Regulatory Approval is required, shallGovernmental Entity, and shall ensure that their respective Representatives shallall amendments or supplements to any of the foregoing and has paid all fees and assessments due and payable in connection therewith. The information contained in such declarations, use their reasonable best efforts to take reports, notices, forms and other filings was at the time of filing and is complete and accurate in all actions material respects, and timely amendments were filed, as necessary, proper to correct or advisableupdate any information reflected in such declarations, as determined by each reports, notices, forms and other filings. (d) All of the Parties employees of the Seller who are required to be licensed or registered to conduct the Business are duly licensed or registered in their reasonable discretioneach jurisdiction and with each Governmental Entity in which or with which such licensing or registration is so required and such registrations are in full force and effect. (e) The Seller has not, and to obtain such Agreed Regulatory Approval as promptly as practicablethe knowledge of the Seller Parties’, including: no officer, director, employee or representative of the Seller on behalf of the Seller, has (i) preparing and making all filingsused any funds for unlawful contributions, applicationsgifts, notifications, entertainment or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits)other unlawful expenses relating to political activity; (ii) promptly furnishing made any unlawful payment to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits)foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (iii) using reasonable best efforts to promptly and in good faith respond to violated any reasonable requests for information from provision of the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessaryForeign Corrupt Practices Act of 1977, properas amended, or advisable to avoid any declaration of incompletenessrules or regulations hereunder, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; (ii) promptly inform the other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable comparable foreign Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactions.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably and in good faith shall determine and agree in writing whether any pre-Closing The Company holds all permits, licenses, variances, exemptions, certificates, consents, product listings, establishment registrations, orders, approvals, clearances, confirmations, waivers, licenses, permits, orders, or any clearances and other authorizations from Governmental Entities which are required to implement for the Sale and/or the Merger conduct of its business (such agreed approvals being collectively, the “Agreed Regulatory ApprovalsPermits”);, and all periodic reports required to be filed with respect thereto are accurate and complete in all material respects. The Company is not in default in any material respect under any Permit. (b) Except as set forth in Section 2.15(b) of the event Disclosure Schedule, no Governmental Entity has issued any notice, warning letter, regulatory letter, untitled letter or other communication or correspondence to the Company, alleging that the Company or any Affiliate of the Company is or was in violation of any law, regulation, rule, ordinance, clearance, approval, permission, authorization, consent, exemption, guidance or guideline applicable to the activities conducted by the Company, or alleging that the Company or any Affiliate was or is the subject of any pending, threatened or anticipated administrative agency or Governmental Entity investigation, proceeding, review or inquiry related to such activities, or that there are circumstances currently existing which might reasonably be expected to lead to any loss of or refusal to renew any of the Permits. (c) Except as set forth in Section 2.15(c) of the Disclosure Schedule, the Company has timely filed all registrations, declarations, reports, notices, forms and other filings required to be filed by it is determined with any Agreed Regulatory Approval is required, shallGovernmental Entity, and shall ensure that their respective Representatives shallall amendments or supplements to any of the foregoing and has paid all fees and assessments due and payable in connection therewith. The information contained in such declarations, use their reasonable best efforts to take reports, notices, forms and other filings was at the time of filing and is complete and accurate in all actions material respects, and timely amendments were filed, as necessary, proper to correct or advisableupdate any information reflected in such declarations, as determined by each reports, notices, forms and other filings. (d) All of the Parties employees of the Company who are required to be licensed or registered to conduct the business of the Company are duly licensed or registered in their reasonable discretioneach jurisdiction and with each Governmental Entity in which or with which such licensing or registration is so required and such registrations are in full force and effect. (e) The Company has not, and to obtain such Agreed Regulatory Approval as promptly as practicablethe knowledge of the Seller, including: no officer, director, employee or representative of the Company on behalf of the Company, has (i) preparing and making all filingsused any funds for unlawful contributions, applicationsgifts, notifications, entertainment or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits)other unlawful expenses relating to political activity; (ii) promptly furnishing made any unlawful payment to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits)foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns; or (iii) using reasonable best efforts to promptly and in good faith respond to violated any reasonable requests for information from provision of the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessaryForeign Corrupt Practices Act of 1977, properas amended, or advisable to avoid any declaration of incompletenessrules or regulations hereunder, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, comparable foreign law or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; (ii) promptly inform the other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactionsstatute.

Certain Regulatory Matters. Without prejudice (i) Dermavant currently holds or has the right to Section 7.5acquire all applicable approvals and authorizations from Governmental Authorities necessary for Dermavant to conduct its business in the manner in which such business is being conducted with respect to the Product, each including the Development, manufacture and testing of the Parties: (a) acting reasonably Product, and all such approvals and authorizations are in good standing and in good faith shall determine full force and agree in writing whether effect. None of Dermavant, its Controlled Affiliates, or Parent have received any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, orders, written notice or any other authorizations communication from any Governmental Entities are required to implement the Sale and/or the Merger (such agreed approvals being the “Agreed Regulatory Approvals”); (b) in the event it is determined Authority regarding any Agreed Regulatory Approval is requiredactual or possible revocation, shallwithdrawal, and shall ensure that their respective Representatives shallsuspension, use their reasonable best efforts to take all actions necessarycancellation, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applications, notificationstermination, or submissions (whether initial material modification of any such approvals or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); authorizations. (ii) promptly furnishing None of Dermavant, its Controlled Affiliates, or Parent have knowingly made any untrue statement of a material fact or fraudulent statement to any Regulatory Authority or any other Governmental Authority, failed to disclose a material fact required to be disclosed to any Regulatory Authority or other Governmental Authority, or committed an act, made a statement or failed to make a statement, that provides or would reasonably be expected to provide a basis for the FDA or other Parties and Governmental Authority to invoke the applicable Governmental Entities such documentsFDA’s policy respecting “Fraud, informationUntrue Statements of Material Facts, Bribery, and assistance as they may reasonably request Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (and in September 10, 1991) or any case in accordance with similar policy of any applicable time limits); other Governmental Authority. (iii) using reasonable best efforts Dermavant is not and has never been, Parent is not and has never been, and, to promptly Dermavant’s knowledge and in good faith respond Parent’s knowledge, none of Dermavant’s Controlled Affiliates have or have ever been, (A) debarred by a Governmental Authority, (B) a party to any reasonable requests for information from a settlement, consent or similar agreement with a Governmental Authority regarding the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, properProduct, or advisable to avoid any declaration of incompleteness(C) charged with, suspension or extension of convicted of, violating Applicable Law regarding the respective review period by the applicable Governmental Entity; Product. (iv) obtaining duly issued consentsThe Product is being, approvalsand, clearancesto Dermavant’s knowledge and Parent’s knowledge, confirmationsat all times has been, waiversDeveloped, licensestested, permitsmanufactured, orders or any other authorizations from the applicable Governmental Entities required labeled, and stored in connection therewith as soon as practicable (compliance in all material respects with all Applicable Laws, including with respect to investigational use, good clinical practices, good laboratory practices, good manufacturing practices, record keeping, security, and in any event in accordance with any applicable time limits); filing of reports. (v) otherwise using reasonable best efforts The Product has never been the subject of or subject to cooperate (as applicable) any recall, suspension, market withdrawal, seizure, warning letter, other written communication asserting lack of compliance with any Applicable Law in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, properany material respect, or advisable in connection therewith;serious adverse event. No clinical trial of the Product has been suspended, put on hold or terminated prior to completion as a result of any action by any Regulatory Authority or other Governmental Authority or voluntarily. To Dermavant’s knowledge and to Parent’s knowledge, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for any of the foregoing events. (cvi) shallDermavant has, with respect to the Product and shall ensure that their Representatives shall: (i) promptly provide the other Parties with Program, made available to NovaQuest true and complete copies of all material written communications (pre-clinical and memoranda setting forth the substance of clinical data, reports and analyses, all material oral communications) between each of themcorrespondence with the FDA, any of their Affiliatesmaterial interim analysis from ongoing trials, and their respective Representatives, on the one handmaterial tables from recently completed clinical trials where no clinical study report is available, and any Governmental Entityother information that is material to the Development or Commercialization of the Product. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, on the other handMARKED BY [***], in connection with the Transaction; HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (iiI) promptly inform the other Parties IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (vii) None of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filingsDermavant, applications, notificationsits Controlled Affiliates, or submissions (whether initial or supplementary) or material proposed Parent have received any adverse written communication to notice from any Governmental Entity in connection with Authority regarding the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice approvability or approval of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the TransactionsProduct.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably Each of the Parties shall use commercially reasonable efforts to (and SPAC shall direct SPAC Sponsor to use commercially reasonable efforts to) take, or cause to be taken, or to do or cause to be done, all actions and things necessary or advisable to consummate and make effective as promptly as practicable the Transactions. Without limiting the generality of the foregoing, as promptly as practicable following the date of this Agreement, the Parties shall make, and, if applicable, SPAC shall direct SPAC Sponsor to make, all filings, notices, waiver requests, applications and other submissions to any Governmental Entity (the “Required Regulatory Filings”) that are necessary or advisable in good faith shall determine and agree in writing whether any pre-Closing connection with all consents, approvals, orders, authorizations, clearances, confirmations, waivers, licenses, permitswaivers and exemptions that are necessary, orders, proper or any other authorizations from Governmental Entities are required advisable to implement be obtained with respect to the Sale and/or the Merger Transactions (such agreed approvals being the “Agreed Required Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, shall, and . The Parties shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to all information requested of them by any reasonable requests for information from the other Parties and the applicable Governmental Entities Entity in connection therewith with such Required Regulatory Filings and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to reasonably cooperate in good faith with each other and such Governmental Entities in connection with the Required Regulatory Filings and obtaining the Required Regulatory Approvals. Each Party will (and SPAC shall direct SPAC Sponsor to) promptly furnish to the other Parties Party such information and assistance as the applicable Governmental Entities other may reasonably request in connection with its preparation of any Required Regulatory Filings (including, in the case of SPAC, providing any required information concerning SPAC Sponsor) and taking will take all other commercially reasonable actions necessary, proper, necessary or advisable to cause the expiration or termination of any applicable waiting periods with respect to any Required Regulatory Approval as soon as practicable. Unless prohibited by any applicable Legal Requirement or Governmental Entity, the Company shall promptly furnish to SPAC, and SPAC shall (and SPAC shall direct SPAC Sponsor to) promptly furnish to the Company, copies of any notices or substantive written communications received by such Party or any of its Affiliates from any Governmental Entity with respect to the Transactions, and each Party shall permit counsel to the other Party an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection therewith; (c) shallwith, any proposed written communications by such Party and/or its Affiliates to any Governmental Entity concerning the Transactions; provided that none of the Parties shall enter into any binding agreement with any Governmental Entity with respect to the Transactions without the written consent of the other Parties. To the extent not prohibited by any applicable Legal Requirement, the Company agrees to provide SPAC and its counsel, and shall ensure that their Representatives shall: (i) promptly SPAC agrees to provide the other Parties with copies of all material written communications Company and its counsel (and, if applicable, to direct SPAC Sponsor to provide to the Company and memoranda setting forth its counsel), the substance of all material oral communications) opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between each of them, such Party and/or any of their Affiliatesits Affiliates (including, and their respective Representativesin the case of SPAC, the SPAC Sponsor), agents or advisors, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; (ii) promptly inform the other Parties of any material communications to concerning or from Governmental Entities in connection with the Transactions; . Each of the Company and SPAC may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 7.4(a) as “counsel only” and any such sensitive materials, as well as the information contained therein, shall be provided only to a receiving party’s outside and in-house counsel (iiiand mutually-acknowledged outside consultants) permit and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. No Party shall (and SPAC shall direct SPAC Sponsor not to) willfully take any action that will have the effect of delaying, impairing or impeding in any material respect the receipt of any of the Required Regulatory Approvals. SPAC shall be responsible for any acts or omissions of SPAC Sponsor that are not in accordance with the terms of this Section 7.4(a). (b) As promptly as practicable (and in any event within ten (10) Business Days) following the date hereof, the Company shall prepare and file with the ITA an application to receive the Merger Consideration Tax Ruling and the Capital Restructuring Tax Ruling (the “Specified Tax Approvals”). The Company shall use commercially reasonable efforts to obtain the Specified Tax Approvals. SPAC and the Company shall reasonably cooperate with each other Parties with respect to review reasonably in advance any obtaining the Specified Tax Approvals. Without limiting the generality of the foregoing, the Company and SPAC and their respective Israeli counsels shall cooperate with respect to all filings, applicationsnotices, notificationswaiver requests, applications and other submissions to the ITA that are necessary or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity advisable in connection with the Transactions Specified Tax Approvals (the “Specified Filings”). Each Party will (and incorporate reasonable comments theretoSPAC shall direct SPAC Sponsor to) promptly furnish to the other Party such information and assistance as such other Party may reasonably request in connection with its preparation of any Specified Filings (including by providing any required information concerning SPAC Sponsor). For the avoidance of doubt, the Company shall not file any Specified Filings without first consulting with SPAC’s Israeli counsel and granting it the opportunity to review, comment on and approve such filing. The Company shall keep the SPAC and its Israeli counsel reasonably updated of any discussions, meetings, significant conference calls, material correspondences and any exchange of drafts with the ITA relating to the Specified Filings or the Specified Tax Approvals. In connection with obtaining any Specified Tax Approval, each of the Company and SPAC may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 7.4(b) as “counsel only” and any such sensitive materials, as well as the information contained therein, shall be provided only to a receiving party’s outside and in-house counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. No Party shall (and SPAC shall direct SPAC Sponsor not to) willfully take any action that will have the respective Parties effect of delaying, impairing or impeding in any material respect the receipt of any of the Specified Tax Approvals. The final text of the Specified Tax Approvals shall be subject to the approval of SPAC, if such Specified Tax Approval includes any condition, restriction, obligation or liability applicable to any SPAC Party; provided, however, that SPAC may not withhold its approval with respect to the Merger Consideration Tax Ruling on the ground that such ruling (i) does not specify that any SPAC Shareholder that was a shareholder of SPAC prior to the initial public offering of SPAC or that is a 5% Holder is not subject to Israeli tax with respect to any portion of the Trust Account, the Merger Consideration or the Company Warrants payable or otherwise deliverable pursuant to this Agreement, by virtue of Section 104H of the Ordinance, or (ii) does not provide an exemption from withholding with respect to any portion of the Trust Account, the Merger Consideration or the Company Warrants payable or otherwise deliverable to any SPAC Shareholder that was a shareholder of SPAC prior to the initial public offering of SPAC or that is a 5% Holder. If either the Merger Consideration Tax Ruling or the Capital Restructuring Tax Ruling is obtained, the Company shall promptly provide their comments; (ivto SPAC a copy of such Merger Consideration Tax Ruling or the Capital Restructuring Tax Ruling, as applicable, including a copy of any executed consent letter delivered to the ITA in accordance with the provisions of such Merger Consideration Tax Ruling or the Capital Restructuring Tax Ruling, as applicable. If the Capital Restructuring Tax Ruling is not timely obtained, the Parties shall cooperate in good faith to effectuate the alternative Capital Restructuring as set forth in Section 7.4(b) give the other Parties prompt written notice of the commencement of any Proceeding in Company Disclosure Letter. (c) In connection with the Transactions contemplated hereby, each of the Company and keep the other Parties reasonably informed as to the status of such Proceeding; SPAC shall (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such required, shall cause its Affiliates to) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act. Each of the Company and SPAC shall substantially comply with any Antitrust Information or Document Requests. Each of the Company and SPAC shall (and, to the extent required, shall cause its Affiliates to) request early termination of any waiting period under the HSR Act (unless any announcement from the applicable Governmental Entity, give Entities to the other Parties effect that early termination of any waiting period under the opportunity HSR Act is temporarily suspended remains in effect) and exercise its commercially reasonable efforts to attend; (i) obtain termination or expiration of the waiting period under the HSR Act and (viii) promptly furnish each prevent the entry, in any Legal Proceeding brought by an Antitrust Authority or any other Person, of any Order which would prohibit, make unlawful or delay the consummation of the Transactions contemplated hereby. (d) Nothing in this Section 7.4 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with copies respect to any other Party or any of all material correspondenceits Affiliates, filingsexcept with SPAC’s and the Company’s prior written consent. (e) Any filing fees required by Governmental Entities, including with respect to the Required Regulatory Approvals, any Specified Tax Approval or any registrations, declarations and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity filings required in connection with the Transactions, provided, however, that, notwithstanding the foregoingexecution and delivery of this Agreement, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining performance of the Agreed Regulatory Approvals (if any) or obligations hereunder and the consummation of the Transactions, shall be borne fifty percent (50)% by SPAC and fifty percent (50)% by the Company. (f) Without limiting the Parties’ obligations under this Section 7.4, in the event that SPAC and the Company disagree, with respect to matters relating to the Required Regulatory Filings, Required Regulatory Approvals, Specified Tax Approvals, Specified Filings, the HSR Act or any filing with any Governmental Entity, the Company’s decision shall control so long as such decision does not result in a disproportionately adverse effect on SPAC or SPAC Parties.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably and in good faith Each Party shall determine and agree in writing whether any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, ordersuse commercially reasonable efforts to take, or any other authorizations from Governmental Entities are required cause to implement the Sale and/or the Merger (such agreed approvals being the “Agreed Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is requiredbe taken, shallall appropriate action to do, and shall ensure that their respective Representatives shallor cause to be done, use their reasonable best efforts to take all actions things necessary, proper or advisable, as determined advisable to consummate and make effective the Transactions contemplated by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval this Agreement as promptly as practicable, including: including to (i) preparing obtain from Governmental Entities all consents, approvals, authorizations, qualifications and making all filingsOrders as are necessary for the consummation of the Transactions contemplated by this Agreement as set forth on Section 8.04 of the Company Disclosure Letter, applicationsand (ii) promptly, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); within twenty (ii20) promptly furnishing Business Days, make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other filings and submissions that may be required under any other applicable Antitrust Law or other Financial Services Law. The Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to shall promptly and in good faith respond to any reasonable requests for all information from the other Parties and the applicable requested of it by each Governmental Entities Entity in connection therewith with such notifications and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (filings and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other Parties such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary pursuant to this Section 8.04 and will take all other actions necessary or desirable to cause the expiration or termination of the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) waiting periods as soon as practicable. Each Party will promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, in connection with respect to any filing or submission made pursuant to this Section 8.04. Without limiting the Transaction; foregoing, SPAC and the Company shall: (iiA) promptly inform the other Parties of any material communications communication to or from any Governmental Entities in connection with the TransactionsEntity regarding any filing or submission made pursuant to this Section 8.04; (iiiB) permit the each other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any such Governmental Entity in connection with and, to the Transactions and extent reasonably practicable, incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (ivC) give the other Parties prompt written notice of the commencement of any Legal Proceeding in connection with the Transactions and keep the other Parties reasonably informed as respect to the status of such Proceedingany filing or submission made pursuant to this Section 8.04; (vD) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, investigation or inquiry in connection with the Transactions concerning any filing or submission made pursuant to this Section 8.04 unless, and to the extent reasonably practicable, they consult it consults with the other Parties Party in advance and, to the extent permitted by such Governmental Entity, give gives the other Parties Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (viF) promptly furnish each other with copies of all material correspondence, filings, filings (to the extent allowed under applicable Legal Requirements) and material written communications between such Party, Party and their Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any such Governmental Entity Entity, on the other hand, in each case, with respect to any filing or submission made pursuant to this Section 8.04, provided that such communications may be redacted (x) to remove references concerning the valuation of the businesses of the Group Companies, or proposals from third parties with respect thereto, (y) as necessary to comply with contractual agreements or the rules of any applicable listing authority, stock exchange or regulatory body and (z) as necessary to address reasonable privilege or confidentiality concerns. (b) Notwithstanding anything to the contrary herein, nothing herein obligates any Group Company or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any entity, facility or asset of such party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, (iv) enter into new licenses or other agreements, (v) to litigate or contest any administrative or judicial action or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, challenging the Transactions or this Agreement as violative of any Antitrust Law, or (vi) take any action which would violate, or be reasonably likely to violate, any applicable law or the rules of any applicable listing authority, stock exchange or regulatory body, in each case, in connection with obtaining from Governmental Entities any consents, approvals, authorizations, qualifications and Orders as are required in connection with the TransactionsTransactions contemplated by this Agreement. Notwithstanding anything to the contrary, providedin no event shall any Group Company be obligated to agree to any restrictions on its businesses, howeverdivisions, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitiveoperations, or legally privileged information relating to themselvesproduct lines or bear any material expense or pay any material fee or grant any material concession in connection with obtaining any consents, their Affiliates authorizations or Representatives approvals pursuant to the other Parties unless terms of any Contract to which it is a party or otherwise required in connection with the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactions. (c) Any filing fees with respect to any registrations, declarations and filings required in connection with the HSR Act or any other applicable Antitrust Laws shall be borne 50% by SPAC and 50% by the Company (subject to the proviso in Section 12.10).

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, or to do or cause to be done, all actions and things necessary or advisable to consummate and make effective as promptly as practicable the Transactions. Without limiting the generality of the foregoing, as promptly as practicable following the date of this Agreement, the Parties shall make all filings, notices, waiver requests, applications and other submissions, other than any Specified Filing, to any Governmental Entity (the “Required Regulatory Filings”) that are necessary or advisable in good faith shall determine and agree in writing whether any pre-Closing connection with all consents, approvals, orders, authorizations, clearances, confirmations, waivers, licenses, permitswaivers and exemptions, ordersother than any Specified Governmental Approvals, that are necessary, proper or any other authorizations from Governmental Entities are required advisable to implement be obtained with respect to the Sale and/or the Merger Transactions (such agreed approvals being the “Agreed Required Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, shall, and . The Parties shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to all information requested of them by any reasonable requests for information from the other Parties and the applicable Governmental Entities Entity in connection therewith with such Required Regulatory Filings and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to reasonably cooperate in good faith with each other and such Governmental Entities in connection with the Required Regulatory Filings and obtaining the Required Regulatory Approvals. Each Party will promptly furnish to the other Parties Party such information and assistance as the applicable Governmental Entities other may reasonably request in connection with its preparation of any Required Regulatory Filings and taking will take all other commercially reasonable actions necessary, proper, necessary or advisable in connection therewith; (c) shallto cause the expiration or termination of any applicable waiting periods with respect to any Required Regulatory Approval as soon as practicable. Unless prohibited by any applicable Legal Requirement or Governmental Entity, the Company shall promptly furnish to SPAC, and SPAC shall ensure that their Representatives shall: (i) promptly provide furnish to the other Parties with Company, copies of all material any notices or substantive written communications (and memoranda setting forth received by such Party or, to the substance knowledge of all material oral communications) between each of themsuch Party, any of their Affiliatesits Related Parties from any Governmental Entity with respect to the Transactions, and their respective Representativeseach Party shall permit counsel to the other Party an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection with, any proposed written communications by such Party and/or, to the knowledge of such Party, its Related Parties to any Governmental Entity concerning the Transactions; provided that none of the Parties shall enter into any agreement with any Governmental Entity with respect to the Transactions without the written consent of the other Parties. To the extent not prohibited by any applicable Legal Requirement, the Company agrees to provide SPAC and its counsel, and SPAC agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such Party and/or, to the knowledge of such Party, any of its Related Parties, agents or advisors, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; (ii) promptly inform the other Parties of any material communications to concerning or from Governmental Entities in connection with the Transactions; . Each of the Company and SPAC may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 7.4(a) as “counsel only” and any such sensitive materials, as well as the information contained therein, shall be provided only to a receiving party’s outside and in-house counsel (iiiand mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. No Party shall willfully take any action that will have the effect of delaying, impairing or impeding in any material respect the receipt of any of the Required Regulatory Approvals. (b) The Company shall use commercially reasonable efforts to obtain from the ITA the Merger Consideration Tax Ruling and the Price Adjustment Right Tax Ruling (collectively, the “Specified Governmental Approvals”). SPAC shall reasonably cooperate with the Company with respect to obtaining the Specified Governmental Approvals. Without limiting the generality of the foregoing, as promptly as practicable following the date of this Agreement, the Company shall make all filings, notices, waiver requests, applications and other submissions to the ITA that have not been made prior to the execution of this Agreement and that are necessary or advisable in connection with the Specified Governmental Approvals (the “Specified Filings”). SPAC will promptly furnish to the Company such information and assistance as the Company may reasonably request in connection with its preparation of any Specified Filings (including by providing any required information concerning SPAC Sponsor). Unless prohibited by any applicable Legal Requirement or Governmental Entity, the Company shall promptly furnish to SPAC, and SPAC shall promptly furnish to the Company, copies of any notices or substantive written communications received by such Party or any of its Affiliates from any Governmental Entity with respect to the Specified Governmental Approvals, and each Party shall permit counsel to the other Parties Party an opportunity to review reasonably in advance advance, and each Party shall consider in good faith the views of such counsel in connection with, any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication communications by such Party and/or its Affiliates to any Governmental Entity concerning the Specified Governmental Approvals, other than any such communications made prior to the execution of this Agreement. Unless prohibited by any applicable Legal Requirement or Governmental Entity, the Company shall keep the SPAC reasonably apprised of the progress with respect to obtaining the Specified Governmental Approvals. In connection with obtaining any Specified Governmental Approval, each of the Company and SPAC may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 7.4(b) as “counsel only” and any such sensitive materials, as well as the information contained therein, shall be provided only to a receiving party’s outside and in-house counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. No Party shall willfully take any action that will have the effect of delaying, impairing or impeding in any material respect the receipt of any of the Specified Governmental Approvals. (c) Nothing in this Section 7.4 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except with SPAC’s and the Company’s prior written consent. (d) Any filing fees required by Governmental Entities, including with respect to the Required Regulatory Approvals, any Specified Governmental Approval or any registrations, declarations and filings required in connection with the Transactions execution and incorporate reasonable comments theretodelivery of this Agreement, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice performance of the commencement of any Proceeding in connection with obligations hereunder and the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactions, shall be borne fifty percent (50%) by the Company and fifty percent (50%) by SPAC.

Certain Regulatory Matters. Without prejudice to Section 7.5As promptly as practicable after the date of this Agreement, each of the Parties: (a) acting reasonably and in good faith shall determine and agree in writing whether any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from Governmental Entities are required to implement the Sale and/or the Merger (such agreed approvals being the “Agreed Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, shall, and shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing shall each prepare and making all filings, applications, notifications, file any required notifications or submissions (whether initial or supplementary) required filings under any applicable Laws Legal Requirements in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Transactions. The Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using shall use commercially reasonable best efforts to promptly and in good faith respond to any reasonable requests for all information from the other Parties and the applicable requested of them by a Governmental Entities Entity in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) such notifications and filings and otherwise using use commercially reasonable best efforts to cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other Parties such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will use commercially reasonable efforts to take other actions necessary or desirable to cause the expiration or termination of applicable waiting periods and the applicable Governmental Entities receipt of other required consents, approvals, authorizations and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) permits as promptly as practicable. Each Party will promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, in connection with respect to this Agreement or the Transaction; Transactions. Without limiting the foregoing, each Party shall: (iiA) promptly inform the other Parties others of any material communications communication to or from a Governmental Entities in connection with Entity regarding the Transactions; (iiiB) permit the each other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any such Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (ivC) give the other Parties prompt written notice of the commencement of any Legal Proceeding in connection with the Transactions and keep the other Parties reasonably informed as respect to the status of such ProceedingTransactions; (vD) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, investigation or inquiry in connection with concerning this Agreement or the Transactions unless, and to the extent reasonably practicable, they consult it consults with the other Parties Party in advance and, to the extent permitted by such Governmental Entity, give gives the other Parties Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding with respect to this Agreement or the Transactions; and (viF) promptly furnish each other with copies of all material correspondence, filingsfilings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party, Party and their Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any such Governmental Entity in connection with the TransactionsEntity, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to on the other Parties unless the provision of such documents or information is necessary under applicable Lawhand, in which case the disclosure of such information shall be made only to the extent allowed under applicable Laweach case, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, respect to this Agreement and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactions.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably The Company has conducted, and is conducting, its business in good faith shall determine compliance with all applicable rules and agree in writing whether any pre-Closing regulations including, without limitation, applicable portions of the FD&C Act, the PHSA, and applicable similar laws outside of the United States. (b) (i) the Company has obtained all consents, clearances, approvals, certifications, authorizations, licenses and permits of, and has made all material filings with, or notifications to, all Regulatory Authorities pursuant to applicable requirements of all Regulatory Authority regulations, and all material applicable Legal Requirements, including all consents, clearances, confirmationsapprovals, waiverscertifications, authorizations, licenses, and permits to permit the design, development, testing, and manufacture of the Company Product in jurisdictions where it currently conducts such activities, (ii) all representations made by the Company in connection with any such consents, clearances, approvals, certifications, authorizations, licenses, permits, orders, or any other authorizations from Governmental Entities are required to implement filings and notifications were true and correct in all material respects at the Sale and/or the Merger (time such agreed approvals being the “Agreed Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, shall, representations and shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith;warranties were made. (c) shallNeither the Company nor, and shall ensure that their Representatives shall: (i) promptly provide to the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of themCompany’s Knowledge, any officer, employee or agent of their Affiliatesthe Company, and their respective Representatives, on the one hand, and has made an untrue statement of a material fact or fraudulent statement to any Regulatory Authority or other Governmental Entity, on failed to disclose a material fact required to be disclosed to any Regulatory Authority or other Governmental Entity, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for any Regulatory Authority or other handGovernmental Entity to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar law outside of the United States. (d) To the Company’s Knowledge, the Company has not used in any capacity the services of any Persons debarred under any country’s debarment provisions, including, but not limited to, subsections 306(a) or 306(b) of the Generic Drug Enforcement Act of 1992, disqualified as a testing facility under CFR Part 58, subpart K, or disqualified as a clinical investigator under 21 CFR 312.70, in connection with any of the Transaction; (ii) promptly inform services performed by Company or its contractors. To the other Parties Company’s Knowledge, there are no pending or threatened actions, suits, claims, investigations or legal or administrative proceedings relating to the debarment or disqualification of any material communications to or from Governmental Entities in connection with Person performing any services for Company. Neither the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance andCompany nor, to the extent permitted by such Governmental EntityCompany’s Knowledge, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondenceany officer, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, employee or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining agent of the Agreed Regulatory Approvals (if any) Company or consummation any of its Subsidiaries, has been convicted of any crime or engaged in any conduct for which such person or entity could be excluded from participating in the federal health care programs under Section 1128 of the TransactionsSocial Security Act or any similar applicable Legal Requirement.

Certain Regulatory Matters. Without prejudice (a) Subject to Section 7.5the terms and conditions set forth in this Agreement, each of the Parties: (a) acting reasonably and in good faith Parties shall determine and agree in writing whether any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, ordersuse its reasonable best efforts to take, or any other authorizations from Governmental Entities are required cause to implement be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to, in the Sale and/or case of the Merger (such agreed approvals being Target, submit, make or obtain, as applicable, the “Agreed Target Required Regulatory Approvals”);, and, in the case of the Plutus Parties, submit, make or obtain, as applicable, the Plutus Required Regulatory Approvals, and use its reasonable best efforts to assist and cooperate with the other Parties in the foregoing efforts. (b) in the event it is determined any Agreed Regulatory Approval is requiredWith respect to all approvals, shallauthorizations, and shall ensure that their respective Representatives shallconsents, use their reasonable best efforts to take all actions necessaryorders, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applicationsregistrations or notifications under applicable Legal Requirements (including those relating to competition, notificationsmerger control, or submissions antitrust and foreign investment (whether initial or supplementaryincluding national security in relation to foreign investment)) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; execution, delivery and performance of the Transaction Agreements and the Transactions contemplated thereunder, including the Plutus Required Regulatory Approvals and the Target Required Regulatory Approvals, each Party shall, subject to applicable Legal Requirements including applicable confidentiality obligations, use reasonable endeavours to, (i) timely furnish to such other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with its preparation of, application for, or carrying out of (as the case may be), any such approval, authorization, consent, order, filing, registration or notification and (ii) promptly inform the other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties Party timely and reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting developments, meetings or discussion discussions with any such Governmental Entity in respect of any such approval, authorization, consent, order, filing, investigationregistration or notification (or the status thereof, as the case may be), including the Plutus Required Regulatory Approval or the Target Required Regulatory Approval, as applicable. (c) Notwithstanding the foregoing, nothing in this Agreement shall require, or inquiry be construed to require, the Target or Plutus or any of their respective Affiliates, as the case may be, to accept any conditions, restrictions, undertakings or commitments imposed by a competent Governmental Entity, whether such conditions, undertakings or commitments are financial, behavioral or otherwise in nature, in connection with any Target Required Regulatory Approval or Plutus Required Regulatory Approval, as applicable, except for such conditions, restrictions, undertakings or commitments that would not have a material adverse effect on the ability of such Person to continue to conduct its business following the Closing substantially in the manner conducted in the 12-month period prior to the date hereof. (d) The Parties shall reasonably consult with each other promptly and prior to incurring any fees, costs or expenses (including any Regulatory Filing Fees) in connection with any approvals, authorizations, consents, orders, filings, registrations or notifications under the applicable Legal Requirements in connection with the execution, delivery and performance of the Transaction Agreements and the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall notcontemplated thereunder, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected consider the other Parties’ comments as to adversely affect the obtaining reasonableness of the Agreed Regulatory Approvals (if any) amount of such fees, costs or consummation of the Transactionsexpenses in good faith, and shall, upon request by such other Party(ies), provide reasonable relevant supporting documentation evidencing such fees, costs or expenses which would be incurred.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (ai) acting reasonably and in good faith shall determine and agree in writing whether any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from Governmental Entities are required to implement the Sale and/or the Merger (such agreed approvals being the “Agreed Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, shall, and shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as As promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with within fifteen (15) Business Days after the date of this Agreement, the Parties shall each prepare and file any required notifications or filings under any applicable time limits); (ii) promptly furnishing to Antitrust Laws or other applicable Legal Requirements in connection with the other Transactions. The Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to shall promptly and in good faith respond to any reasonable requests for all information from the other Parties and the applicable requested of it by a Governmental Entities Entity in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) such notifications and filings and otherwise using reasonable best efforts to cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other Parties such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will use its commercially reasonable efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) waiting periods as soon as practicable. Each Party will promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, in connection with respect to this Agreement or the Transaction; Transactions. Without limiting the foregoing, each Party shall: (iiA) to the extent legally permissible, promptly inform the other Parties others of any material communications communication to or from a Governmental Entities in connection with Entity regarding the Transactions; (iiiB) to the extent legally permissible, permit the each other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any such Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (ivC) give the other Parties prompt written notice of the commencement of any Legal Proceeding in connection with the Transactions and keep the other Parties reasonably informed as respect to the status of such Proceedingtransactions; (vD) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, investigation or inquiry in connection with concerning this Agreement or the Transactions unless, and to the extent reasonably practicable, they consult it consults with the other Parties Party in advance and, to the extent permitted by such Governmental Entity, give gives the other Parties Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (viF) to the extent legally permissible, promptly furnish each other with copies of all material correspondence, filingsfilings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party, Party and their Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any such Governmental Entity Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required under applicable Antitrust Laws or required in connection with the Transactions, provided, however, that, notwithstanding the foregoingexecution and delivery of this Agreement, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining performance of the Agreed Regulatory Approvals (if any) or obligations hereunder and the consummation of the Transactions, shall be borne 50% by SPAC and 50% by the Company.

Certain Regulatory Matters. (i) Without prejudice limiting the generality of, and in furtherance of, Section 7.5(b), each of the Parties, as applicable, agrees to prepare and file, within ten Business Days of the date hereof, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and, as promptly as reasonably practicable, any filings or reports required under any applicable non-U.S. antitrust, competition or foreign investment Laws identified in Section 8.1(b) of the Company Disclosure Letter. The Company and Parent shall each request early termination of the waiting period with respect to the Merger under the HSR Act. Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.5, each of the Parties:Company and Parent agree to, as promptly as reasonably practicable, provide or cause to be provided to each and every federal, state, local or foreign court or Governmental Entity with jurisdiction over enforcement of any applicable antitrust, competition and foreign investment Laws (“Government Regulatory Entity”) non-privileged information and documents requested by any Government Regulatory Entity or that are necessary, proper or advisable to permit consummation of the Merger and the other transactions contemplated by this Agreement. (aii) acting reasonably and in good faith shall determine and agree in writing whether any pre-Closing consentsWithout limiting the generality of Section 7.5(b), approvals, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from Governmental Entities are required to implement the Sale and/or the Merger (such agreed approvals being the “Agreed Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, Parent shall, and shall ensure that their respective Representatives shallcause each of its Subsidiaries to, use their reasonable best efforts to take any and all actions necessary, proper steps necessary to avoid or advisable, eliminate each and every impediment under any Law that may be asserted by any Government Regulatory Entity or any other party so as determined to enable the parties hereto to consummate the Merger and the other transactions contemplated by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval this Agreement as promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event prior to the Outside Date, including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture, license or other disposition of such of its and their assets, properties or businesses or of the assets, properties or businesses to be acquired by Parent pursuant hereto, and entering into such other arrangements, as are necessary in accordance with order to avoid the entry of, and the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order in any suit or proceeding that would otherwise have the effect of materially delaying or preventing the consummation of the Merger and the other transactions contemplated by this Agreement; provided, that any such sale, divestiture, license or other disposition referred to above is conditioned upon clearance under the HSR Act and any applicable time limits); (iinon-U.S. antitrust, competition or foreign investment Laws identified in Section 8.1(b) promptly furnishing to of the Company Disclosure Letter and consummation of the Merger and the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); transactions contemplated by this Agreement. (iii) using reasonable best efforts to promptly and in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; (ii) promptly inform the other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) Parent shall not, and shall ensure not permit its Subsidiaries to, enter into any transaction, or any agreement to effect any transaction (including any merger or acquisition) that their Representatives shall not, take any actions that could would reasonably be expected to adversely affect the obtaining materially delay satisfaction of the Agreed Regulatory Approvals (if anycondition set forth in Section 8.1(b) or otherwise prevent the consummation of the TransactionsMerger or the other transactions contemplated by this Agreement.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably Each applicable Party shall, and cause its Affiliates to, (i) prepare and file, in connection with the Transactions, an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement; (ii) promptly and in good faith shall determine provide additional non-privileged information and agree documents, (x) requested by the U.S. Federal Trade Commission and U.S. Department of Justice or other relevant Governmental Entity in writing whether any pre-Closing consentsconnection with such notifications and filings or (y) that are necessary, approvalsproper or advisable to permit the consummation of the Transactions, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from including responding to such information requested by a Governmental Entities are required to implement the Sale and/or the Merger Entity; and (such agreed approvals being the “Agreed Regulatory Approvals”); (biii) in the event it is determined any Agreed Regulatory Approval is required, shall, and shall ensure that their respective Representatives shall, use their its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable, as determined by each advisable consistent with this Section ‎7.3(a) to cause the expiration or termination of the Parties in their reasonable discretionapplicable waiting periods under the HSR Act, to obtain such Agreed Regulatory Approval or receipt of required approvals or clearances under all applicable Antitrust Laws as promptly soon as practicable. (b) In connection with the efforts referenced in the Section ‎7.3(a) and this Section ‎7.3(b), including: each applicable Party shall use its reasonable best efforts to, cooperate, and cause its Affiliates to cooperate with each other (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as including promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing furnish to the other Parties and the applicable Governmental Entities such documents, necessary information, documents and reasonable assistance as they the other may reasonably request (request) in connection with any filing or submission and in any case in accordance connection with any applicable time limits); (iii) using reasonable best efforts to promptly investigation or other inquiry, including any proceeding initiated by a private party. In furtherance and not in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension limitation of the respective review period by the foregoing, each applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives Party shall: (i) promptly provide inform each Principal Party of any substantive communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Parties with copies of all material written communications (and memoranda setting forth Governmental Entity regarding the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the TransactionTransactions; (ii) promptly inform the permit each other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any all proposed notices, submissions, filings, applications, notificationsundertakings, or submissions (whether initial or supplementary) or material proposed written communication and information and correspondence to any such Governmental Entity in connection with regarding the Transactions Transactions, except for the Parties’ Joint Notice and HSR filing, and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (viii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, investigation or inquiry in connection with concerning this Agreement or the Transactions unless, and to the extent reasonably practicable, they consult it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, give gives the other Parties the opportunity to attend; and (viiv) promptly furnish each other with copies of all material correspondence, filings, filings (to the extent allowed under applicable Legal Requirements) and material written communications between such Party, Party and their Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any such Governmental Entity Entity, on the other hand, in each case, with respect to this Agreement and the Transactions; and (v) give the other prompt written notice of the commencement of any Legal Proceeding with respect to the Transactions and keep the other Parties reasonably informed as to the status of any such Legal Proceeding; provided, however, that materials required to be provided pursuant to this Section ‎7.3(b) may be redacted (A) to remove references concerning the valuation of the Party, (B) as necessary to comply with contractual arrangements existing as of the date hereto, (C) as necessary to comply with applicable law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided further, that a Party may reasonably designate any competitively sensitive information. For the avoidance of doubt, this Section ‎7.3(b) does not apply to any communications between an eLMTree Group Company or NetDragon with CFIUS in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only Existing Mitigation Agreement to the extent allowed under unrelated to the Completion of CFIUS Process. (c) As promptly as practicable, each applicable LawParty shall use its reasonable best efforts to cooperate, provide information and otherwise assist with (i) the making of the draft Joint Notice to CFIUS within ten (10) Business Days after the date of this Agreement, and the making of the formal Joint Notice within seven (7) Business Days of the receipt of comments from CFIUS on the draft Joint Notice in the pre-notice consultation process, (ii) as promptly as reasonably practicable, responding to any request received from CFIUS for any certification, additional information, documents or other materials in respect of either of such notices or the transaction, (iii) ensuring that any information furnished by such Party to CFIUS is true, complete and correct in all material respects, (iv) except as required to protect confidential commercial, financial, or otherwise sensitive information, the sharing of copies, or portions thereof, of all such documents to the Principal Parties prior to filing and reasonable consideration of all additions, deletions or changes suggested by the Principal Parties in connection therewith, and (v) resolving any review, investigation, or other inquiry of CFIUS, or any CFIUS member agency, with appropriate redactions respect to the Transactions, including, for avoidance of doubt, any mitigation or on a confidential external counsel-to-counsel basis; andother agreement requested by CFIUS. (d) shall notAny filing fees required by Governmental Entities, including with respect to any registrations, declarations and shall ensure that their Representatives shall notfilings required in connection with the execution and delivery of this Agreement, take any actions that could reasonably be expected to adversely affect the obtaining performance of the Agreed Regulatory Approvals (if any) or obligations hereunder and the consummation of the Transactions, including filing fees in connection with filings contemplated under this Section ‎7.3 (the “Regulatory Filing Fees”), shall be borne by eLMTree; provided that, any filing fees paid by any party in connection with the Proxy Statement and the Listing Application shall be borne exclusively by G▇▇▇.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably Each applicable Party shall, and cause its Affiliates to, (i) prepare and file, in connection with the Transactions, an appropriate filing of a Notification and Report Form pursuant to the HSR Act as promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement; (ii) promptly and in good faith shall determine provide additional non- privileged information and agree documents, (x) requested by the U.S. Federal Trade Commission and U.S. Department of Justice or other relevant Governmental Entity in writing whether any pre-Closing consentsconnection with such notifications and filings or (y) that are necessary, approvalsproper or advisable to permit the consummation of the Transactions, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from including responding to such information requested by a Governmental Entities are required to implement the Sale and/or the Merger Entity; and (such agreed approvals being the “Agreed Regulatory Approvals”); (biii) in the event it is determined any Agreed Regulatory Approval is required, shall, and shall ensure that their respective Representatives shall, use their its reasonable best efforts to take or cause to be taken all other actions necessary, proper or advisable, as determined by each advisable consistent with this Section 7.3(a) to cause the expiration or termination of the Parties in their reasonable discretionapplicable waiting periods under the HSR Act, to obtain such Agreed Regulatory Approval or receipt of required approvals or clearances under all applicable Antitrust Laws as promptly soon as practicable. (b) In connection with the efforts referenced in the Section 7.3(a) and this Section 7.3(b), including: each applicable Party shall use its reasonable best efforts to, cooperate, and cause its Affiliates to cooperate with each other (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as including promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing furnish to the other Parties and the applicable Governmental Entities such documents, necessary information, documents and reasonable assistance as they the other may reasonably request (request) in connection with any filing or submission and in any case in accordance connection with any applicable time limits); (iii) using reasonable best efforts to promptly investigation or other inquiry, including any proceeding initiated by a private party. In furtherance and not in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension limitation of the respective review period by the foregoing, each applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives Party shall: (i) promptly provide inform each Principal Party of any substantive communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Parties with copies of all material written communications (and memoranda setting forth Governmental Entity regarding the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the TransactionTransactions; (ii) promptly inform the permit each other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any all proposed notices, submissions, filings, applications, notificationsundertakings, or submissions (whether initial or supplementary) or material proposed written communication and information and correspondence to any such Governmental Entity in connection with regarding the Transactions Transactions, except for the Parties’ Joint Notice and HSR filing, and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (viii) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, investigation or inquiry in connection with concerning this Agreement or the Transactions unless, and to the extent reasonably practicable, they consult it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, give gives the other Parties the opportunity to attend; and (viiv) promptly furnish each other with copies of all material correspondence, filings, filings (to the extent allowed under applicable Legal Requirements) and material written communications between such Party, Party and their Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any such Governmental Entity Entity, on the other hand, in each case, with respect to this Agreement and the Transactions; and (v) give the other prompt written notice of the commencement of any Legal Proceeding with respect to the Transactions and keep the other Parties reasonably informed as to the status of any such Legal Proceeding; provided, however, that materials required to be provided pursuant to this Section 7.3(b) may be redacted (A) to remove references concerning the valuation of the Party, (B) as necessary to comply with contractual arrangements existing as of the date hereto, (C) as necessary to comply with applicable law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided further, that a Party may reasonably designate any competitively sensitive information. For the avoidance of doubt, this Section 7.3(b) does not apply to any communications between an eLMTree Group Company or NetDragon with CFIUS in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only Existing Mitigation Agreement to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected unrelated to adversely affect the obtaining Completion of the Agreed Regulatory Approvals (if any) or consummation of the TransactionsCFIUS Process.

Certain Regulatory Matters. Without prejudice (a) Subject to Section 7.5the terms and conditions set forth in this Agreement, each of the Parties: (a) acting reasonably and in good faith Parties shall determine and agree in writing whether any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, ordersuse its reasonable best efforts to take, or any other authorizations from Governmental Entities are required cause to implement be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to, in the Sale and/or case of DWM, submit, make or obtain, as applicable, the Merger (such agreed approvals being the “Agreed DWM Required Regulatory Approvals”);, and, in the case of the ICLK Parties, submit, make or obtain, as applicable, the ICLK Required Regulatory Approvals, and use its reasonable best efforts to assist and cooperate with the other Parties in the foregoing efforts. (b) in the event it is determined any Agreed Regulatory Approval is requiredWith respect to all approvals, shallauthorizations, and shall ensure that their respective Representatives shallconsents, use their reasonable best efforts to take all actions necessaryorders, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applicationsregistrations or notifications under applicable Legal Requirements (including those relating to competition, notificationsmerger control, or submissions antitrust and foreign investment (whether initial or supplementaryincluding national security in relation to foreign investment)) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, and their respective Representatives, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; execution, delivery and performance of the Transaction Documents and the Transactions contemplated thereunder, including the ICLK Required Regulatory Approvals and the DWM Required Regulatory Approvals, each Party shall, subject to applicable Legal Requirements including applicable confidentiality obligations, use reasonable endeavours to, (i) timely furnish to such other Party such necessary information and reasonable assistance as such other Party may reasonably request in connection with its preparation of, application for, or carrying out of (as the case may be), any such approval, authorization, consent, order, filing, registration or notification and (ii) promptly inform the other Parties of any material communications to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties Party timely and reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting developments, meetings or discussion discussions with any such Governmental Entity in respect of any such approval, authorization, consent, order, filing, investigationregistration or notification (or the status thereof, as the case may be), including the ICLK Required Regulatory Approval or inquiry in connection with the Transactions unlessDWM Required Regulatory Approval, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactionsas applicable.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably Neither Kodak nor Buyer (nor Buyer’s Designee, as applicable) will make any filings with or give any notices to any Governmental Entity for the purpose of seeking any authorization, consent, clearance or approval of such Governmental Entity or to clear any waiting or review period of such Governmental Entity in connection with the Transaction unless Kodak and in good faith Buyer (and Buyer’s Designee, as applicable) mutually agree. In the event that Kodak and Buyer (and Buyer’s Designee, as applicable) mutually agree to make any such filing or provide any such notice, then promptly thereafter Buyer (and its Designee, as applicable) and Kodak shall determine each give notice or file or cause their respective Affiliates to give notice or file, and agree in writing whether thereafter each shall use its reasonable best efforts to obtain, any pre-Closing authorizations, consents, approvals, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from clearances and approvals of Governmental Entities are and to clear any waiting or review periods of any Governmental Entities, in each case required to implement consummate the Sale and/or the Merger Transaction (such agreed approvals being the “Agreed Regulatory Governmental Approvals”);, and will cooperate with the other party in making any such notices or filings required to be made by such other party. In connection therewith, Buyer (and its Designee, as applicable) and Kodak shall, and shall cause their respective Affiliates to, use reasonable best efforts to furnish promptly to each appropriate Governmental Entity any additional information requested by such Governmental Entity in connection with such filings and shall diligently take, or cooperate in the taking of, all steps that are necessary or desirable and proper to expedite the termination of any waiting period under Antitrust Laws and to obtain any required Governmental Approvals. (b) in Kodak, on the event it is determined any Agreed Regulatory Approval is required, shallone hand, and Buyer (and its Designee, as applicable), on the other hand, shall ensure that their respective Representatives shallsubject to applicable Law and except as prohibited by any applicable Governmental Entity: (i) inform the other of, and use their reasonable best efforts to take include the other in, all actions necessaryconversations, proper discussions, hearings or advisableother meetings, as determined whether in person or by each telephone, that it or its Representatives has with any Governmental Entity with respect to the Transaction, and shall not participate in any of the Parties in their reasonable discretionforegoing without first consulting with the other, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly inform the other of any material or written communication from the United States Federal Trade Commission, the United States Department of Justice or any other Governmental Entity regarding the Transaction and, subject to applicable Law, consult with the other with respect to such communication, and (iii) keep the other reasonably apprised of the status of matters relating to completion of the Transaction, including furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to any reasonable requests for information from the other Parties and the applicable Governmental Entities in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to cooperate in good faith with the other Parties and the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) promptly provide the other Parties with copies of all material correspondence, filings and written communications (and memoranda setting forth the substance of all material oral communicationsthereof) between each of them, any of their Affiliates, it and their its Affiliates and its respective Representatives, Representatives on the one hand, and any Governmental Entity, including any regulatory authority, or members of their respective staffs on the other hand, with respect to the Transaction. Without in any way limiting the foregoing, each such party will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with the Transaction; (ii) promptly inform the other Parties analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any material communications party to or from Governmental Entities in connection with the Transactions; (iii) permit the other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to for any Governmental Entity in connection with the Transactions and incorporate reasonable comments theretoTransaction. Each such party shall have the right to review in advance, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice of the commencement of any Proceeding in connection with the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filingand, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they each will consult with the other Parties in advance andon, all information relating to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective RepresentativesAffiliates that appears in any filing made with, on the one handor written materials submitted to, and any such Governmental Entity in connection with the TransactionsTransaction; provided that materials may be redacted (x) to remove references concerning the valuation of the Assigned Assets, (y) as necessary to comply with contractual arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. If any party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the Transaction, then such party will use reasonable best efforts to make, or cause to be made, as soon as possible, an appropriate response in compliance with such request. This Section 5.5(b) shall not apply with respect to any matter related to the Taxes of one party to the extent that such matter is not reasonably likely to affect the other party. (c) In furtherance and not in limitation of Section 5.5(a), each party hereto will reasonably cooperate with the other and use their reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to avoid the entry of any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transaction and to consummate the Transaction in accordance with the terms of this Agreement; provided, however, thatthat (i) in no event shall Buyer (or its Designee, notwithstanding as applicable) be obligated to make any divestiture or disposition of any ownership interest in any material portion of the foregoingassets to be acquired by it pursuant hereto, (ii) the Parties shall not be required to disclose confidentialobligation of Buyer (and its Designee, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives as applicable) under this Section 5.5 is limited solely to the Assigned Assets, and does not apply to or require any action with regard to any of the other Parties unless assets or businesses or contractual relationships of Buyer (and its Designee, as applicable) or any of its Affiliates and (iii) this Section 5.5 does not apply to matters in respect of receiving Bankruptcy Court approval of the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; andTransaction. (d) In the event any Action by any Governmental Entity or other Person is commenced that questions the validity or legality of the Transaction or this Agreement or seeks damages, an injunction or other similar restraint in connection therewith, the Parties agree to cooperate and use their reasonable best efforts to defend against and respond thereto, including without limitation by defending any lawsuits or other legal proceedings, whether judicial or administrative, that challenge this Agreement or the consummation of the Transaction or any other transaction contemplated hereby, and seeking to have lifted, vacated, or reversed any stay, injunction, temporary restraining order, or other restraint entered by any court or other Governmental Entity. (e) In the event that Kodak and Buyer and Buyer’s Designee (as applicable) mutually agree to make any filing with or provide any notice to any Governmental Entity, each Party shall nothave responsibility for its respective fees and costs associated with the preparation of the filings required under antitrust and Transaction control Laws in any other jurisdiction. For all such filings, Buyer and Buyer’s Designee (as applicable) shall pay the administrative filing fees required by Law. (f) The covenants under this Section 5.5 shall be subject to, and shall ensure that their Representatives shall notnot apply to, take any actions that could reasonably be expected to adversely affect action, effort, filing, consent, proceedings, or other activity or matter under any Bankruptcy Rules or the obtaining of Bankruptcy Code (including the Agreed Regulatory Approvals (if any) or consummation of the TransactionsFinal Sale Order).

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably Each of the Parties shall use commercially reasonable efforts to take, or cause to be taken, or to do or cause to be done, all actions and things necessary or advisable to consummate and make effective as promptly as practicable the Transactions. Without limiting the generality of the foregoing, as promptly as practicable following the date of this Agreement, the Parties shall make all filings, notices, waiver requests, applications and other submissions, other than any Specified Filing, to any Governmental Entity (the “Required Regulatory Filings”) that are necessary or advisable in good faith shall determine and agree in writing whether any pre-Closing connection with all consents, approvals, orders, authorizations, clearances, confirmations, waivers, licenses, permitswaivers and exemptions, ordersother than any Specified Governmental Approvals, that are necessary, proper or any other authorizations from Governmental Entities are required advisable to implement be obtained with respect to the Sale and/or the Merger Transactions (such agreed approvals being the “Agreed Required Regulatory Approvals”); (b) in the event it is determined any Agreed Regulatory Approval is required, shall, and . The Parties shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with any applicable time limits); (ii) promptly furnishing to the other Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to promptly and in good faith respond to all information requested of them by any reasonable requests for information from the other Parties and the applicable Governmental Entities Entity in connection therewith with such Required Regulatory Filings and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) otherwise using reasonable best efforts to reasonably cooperate in good faith with each other and such Governmental Entities in connection with the Required Regulatory Filings and obtaining the Required Regulatory Approvals. Each Party will promptly furnish to the other Parties Party such information and assistance as the applicable Governmental Entities other may reasonably request in connection with its preparation of any Required Regulatory Filings and taking will take all other commercially reasonable actions necessary, proper, necessary or advisable to cause the expiration or termination of any applicable waiting periods with respect to any Required Regulatory Approval as soon as practicable. Unless prohibited by any applicable Legal Requirement or Governmental Entity, the Company shall promptly furnish to SPAC, and SPAC shall promptly furnish to the Company, copies of any notices or substantive written communications received by such Party or any of its Affiliates from any Governmental Entity with respect to the Transactions, and each Party shall permit counsel to the other Party an opportunity to review in advance, and each Party shall consider in good faith the views of such counsel in connection therewith; (c) shallwith, any proposed written communications by such Party and/or its Affiliates to any Governmental Entity concerning the Transactions; provided that none of the Parties shall enter into any agreement with any Governmental Entity with respect to the Transactions without the written consent of the other Parties. To the extent not prohibited by any applicable Legal Requirement, the Company agrees to provide SPAC and its counsel, and shall ensure that their Representatives shall: (i) promptly SPAC agrees to provide the other Parties with copies of all material written communications (Company and memoranda setting forth its counsel, the substance of all material oral communications) opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between each of them, such Party and/or any of their its Affiliates, and their respective Representativesagents or advisors, on the one hand, and any Governmental Entity, on the other hand, in connection with the Transaction; (ii) promptly inform the other Parties of any material communications to concerning or from Governmental Entities in connection with the Transactions; . Each of the Company and SPAC may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 7.4(a) as “counsel only” and any such sensitive materials, as well as the information contained therein, shall be provided only to a receiving party’s outside and in-house counsel (iiiand mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. No Party shall willfully take any action that will have the effect of delaying, impairing or impeding in any material respect the receipt of any of the Required Regulatory Approvals. (b) The Company shall use commercially reasonable efforts to obtain from the ITA the Merger Consideration Tax Ruling, the Tender-Offer Tax Ruling and the Price Adjustment Right Tax Ruling (collectively, the “Specified Governmental Approvals”). SPAC shall reasonably cooperate with the Company with respect to obtaining the Specified Governmental Approvals. Without limiting the generality of the foregoing, as promptly as practicable following the date of this Agreement, the Company shall make all filings, notices, waiver requests, applications and other submissions to the ITA that have not been made prior to the execution of this Agreement and that are necessary or advisable in connection with the Specified Governmental Approvals (the “Specified Filings”). SPAC will promptly furnish to the Company such information and assistance as the Company may reasonably request in connection with its preparation of any Specified Filings (including by providing any required information concerning SPAC Sponsors). Unless prohibited by any applicable Legal Requirement or Governmental Entity, the Company shall promptly furnish to SPAC, and SPAC shall promptly furnish to the Company, copies of any notices or substantive written communications received by such Party or any of its Affiliates from any Governmental Entity with respect to the Specified Governmental Approvals, and each Party shall permit counsel to the other Parties Party an opportunity to review reasonably in advance advance, and each Party shall consider in good faith the views of such counsel in connection with, any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication communications by such Party and/or its Affiliates to any Governmental Entity concerning the Specified Governmental Approvals, other than any such communications made prior to the execution of this Agreement. Unless prohibited by any applicable Legal Requirement or Governmental Entity, the Company shall keep the SPAC reasonably apprised of the progress with respect to obtaining the Specified Governmental Approvals. In connection with obtaining any Specified Governmental Approval, each of the Company and SPAC may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 7.4(b) as “counsel only” and any such sensitive materials, as well as the information contained therein, shall be provided only to a receiving party’s outside and in-house counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. No Party shall willfully take any action that will have the effect of delaying, impairing or impeding in any material respect the receipt of any of the Specified Governmental Approvals. (c) Nothing in this Section 7.4 obligates any Party or any of its Affiliates to agree to (i) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (ii) terminate, amend or assign existing relationships and contractual rights or obligations, (iii) amend, assign or terminate existing licenses or other agreements, or (iv) enter into new licenses or other agreements. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except with SPAC’s and the Company’s prior written consent. (d) Any filing fees required by Governmental Entities, including with respect to the Required Regulatory Approvals, any Specified Governmental Approval or any registrations, declarations and filings required in connection with the Transactions execution and incorporate reasonable comments theretodelivery of this Agreement, provided that the respective Parties promptly provide their comments; (iv) give the other Parties prompt written notice performance of the commencement of any Proceeding in connection with obligations hereunder and the Transactions and keep the other Parties reasonably informed as to the status of such Proceeding; (v) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, or inquiry in connection with the Transactions unless, and to the extent reasonably practicable, they consult with the other Parties in advance and, to the extent permitted by such Governmental Entity, give the other Parties the opportunity to attend; and (vi) promptly furnish each other with copies of all material correspondence, filings, and material written communications between such Party, their Affiliates and their respective Representatives, on the one hand, and any such Governmental Entity in connection with the Transactions, provided, however, that, notwithstanding the foregoing, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining of the Agreed Regulatory Approvals (if any) or consummation of the Transactions, shall be borne entirely by the Company.

Certain Regulatory Matters. Without prejudice to Section 7.5, each of the Parties: (a) acting reasonably and in good faith shall determine and agree in writing whether any pre-Closing consents, approvals, clearances, confirmations, waivers, licenses, permits, orders, or any other authorizations from Governmental Entities are required to implement the Sale and/or the Merger (such agreed approvals being the “Agreed Regulatory Approvals”); (bi) in the event it is determined any Agreed Regulatory Approval is required, shall, and shall ensure that their respective Representatives shall, use their reasonable best efforts to take all actions necessary, proper or advisable, as determined by each of the Parties in their reasonable discretion, to obtain such Agreed Regulatory Approval as As promptly as practicable, including: (i) preparing and making all filings, applications, notifications, or submissions (whether initial or supplementary) required under any applicable Laws in connection therewith as promptly as practicable (and in any event in accordance with within fifteen (15) Business Days after the date of this Agreement, the Parties shall each prepare and file any required notifications or filings under any applicable time limits); (ii) promptly furnishing to Antitrust Laws or other applicable Legal Requirements in connection with the other Transactions. The Parties and the applicable Governmental Entities such documents, information, and assistance as they may reasonably request (and in any case in accordance with any applicable time limits); (iii) using reasonable best efforts to shall promptly and in good faith respond to any reasonable requests for all information from the other Parties and the applicable requested of it by a Governmental Entities Entity in connection therewith and taking all steps necessary, proper, or advisable to avoid any declaration of incompleteness, suspension or extension of the respective review period by the applicable Governmental Entity; (iv) obtaining duly issued consents, approvals, clearances, confirmations, waivers, licenses, permits, orders or any other authorizations from the applicable Governmental Entities required in connection therewith as soon as practicable (and in any event in accordance with any applicable time limits); (v) such notifications and filings and otherwise using reasonable best efforts to cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other Parties such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary and will use its commercially reasonable efforts to take all other actions necessary or desirable to cause the expiration or termination of the applicable Governmental Entities and taking actions necessary, proper, or advisable in connection therewith; (c) shall, and shall ensure that their Representatives shall: (i) waiting periods as soon as practicable. Each Party will promptly provide the other Parties with copies of all material written communications (and memoranda setting forth the substance of all material oral communications) between each of them, any of their Affiliates, Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, in connection with respect to this Agreement or the Transaction; Transactions. Without limiting the foregoing, each Party shall: (iiA) to the extent legally permissible, promptly inform the other Parties others of any material communications communication to or from a Governmental Entities in connection with Entity regarding the Transactions; (iiiB) to the extent legally permissible, permit the each other Parties to review reasonably in advance any filings, applications, notifications, or submissions (whether initial or supplementary) or material proposed written communication to any such Governmental Entity in connection with the Transactions and incorporate reasonable comments thereto, provided that the respective Parties promptly provide their comments; (ivC) give the other Parties prompt written notice of the commencement of any Legal Proceeding in connection with the Transactions and keep the other Parties reasonably informed as respect to the status of such Proceedingtransactions; (vD) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation, investigation or inquiry in connection with concerning this Agreement or the Transactions unless, and to the extent reasonably practicable, they consult it consults with the other Parties Party in advance and, to the extent permitted by such Governmental Entity, give gives the other Parties Party the opportunity to attend; (E) keep the other reasonably informed as to the status of any such Legal Proceeding; and (viF) to the extent legally permissible, promptly furnish each other with copies of all material correspondence, filingsfilings (subject to appropriate redaction, and only to the extent allowed under applicable Legal Requirements) and material written communications between such Party, Party and their Affiliates and their respective Representativesagents, representatives and advisors, on the one hand, and any such Governmental Entity Entity, on the other hand, in each case, with respect to this Agreement and the Transactions. (b) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required under applicable Antitrust Laws or required in connection with the Transactions, provided, however, that, notwithstanding the foregoingexecution and delivery of this Agreement, the Parties shall not be required to disclose confidential, commercially sensitive, or legally privileged information relating to themselves, their Affiliates or Representatives to the other Parties unless the provision of such documents or information is necessary under applicable Law, in which case the disclosure of such information shall be made only to the extent allowed under applicable Law, with appropriate redactions or on a confidential external counsel-to-counsel basis; and (d) shall not, and shall ensure that their Representatives shall not, take any actions that could reasonably be expected to adversely affect the obtaining performance of the Agreed Regulatory Approvals (if any) or obligations hereunder and the consummation of the Transactions, shall be borne 50% by SPAC and 50% by the Company.