Common use of Regulatory Matters and Approvals Clause in Contracts

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) give any notice to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing: (a) The Company will prepare and file with the SEC as soon as practicable after the date of this Agreement preliminary proxy materials under the Securities Exchange Act relating to the Special Meeting. The Company will use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will provide the Company with such information and assistance in connection with the foregoing filings that the Company may reasonably request or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. (c) Each of the Parties will comply with all notification and other requirements of any anti-trust, competition or trade practice law or regulations of any Governmental

Regulatory Matters and Approvals. Each As soon as may be reasonably practicable, each of the Parties will (and the Company Mediconsult will cause each of its Subsidiaries to) give any notice notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies in connection with the matters referred to consummate the transactions contemplated herebyin Section 3(d), Section 4(d) and Section 5(b) above. Without limiting the generality of the foregoing: (ai) The Company will prepare Securities Act, Securities Exchange Act, and file with the SEC as State Securities Laws; Registration Statement and Proxy Statement. (1) As soon as practicable after the date execution of this Agreement Agreement, Mediconsult shall, with the assistance and cooperation of Andrx, prepare and cause to be filed with the SEC preliminary proxy materials under the Securities Exchange Act relating to the Special MeetingMediconsult Stockholders Meeting and the vote of Mediconsult Stockholders with respect to the Merger. The Company will As soon as practicable after the execution of this Agreement, Andrx shall, with the assistance and cooperation of Mediconsult, prepare and cause to be filed with the SEC a registration statement on Form S-4 with respect to the Cybear Tracking Stock to be received by the Mediconsult Stockholders (the "Registration Statement") and shall take all action required under any applicable laws in connection with the issuance of shares of Cybear Tracking Stock pursuant to the Merger. Andrx and Mediconsult shall use its all reasonable best efforts to respond cause the proxy materials and prospectus to be furnished to the Mediconsult Stockholders (the "Proxy Statement/Prospectus") to comply with applicable law and the rules and regulations promulgated by the SEC and all other applicable federal and state securities law requirements, to respond promptly to any comments of the SEC thereon or its staff and to have the Registration Statement declared effective under the Securities Act as soon promptly as practicablepracticable after it is filed with the SEC. The Company will provide Photobition Mediconsult shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the Mediconsult Stockholders as promptly as practicable after the Proxy Statement/Prospectus is declared effective under the Securities Act. Andrx or Mediconsult shall promptly furnish to the other all information concerning itself, the Mediconsult Stockholders and its Affiliates that may be required or reasonably requested in connection with a draft any action contemplated by this Section 6(c) and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the proxy statement Registration Statement and the Proxy Statement/Prospectus. If any amendments thereto prior event relating to Andrx or Mediconsult occurs, or if Andrx or Mediconsult becomes aware of any information that should be disclosed in an amendment or supplement to the Proxy Statement/Prospectus, then Andrx or Mediconsult, as applicable, shall promptly inform the other thereof and shall cooperate with the other in filing thereof such amendment or supplement with the SEC and, if appropriate, in sufficient time for Photobition to provide reasonable comments mailing such amendment or supplement to the form stockholders of Mediconsult. Each of Andrx and content of the proposed disclosure. The Company Mediconsult will notify Photobition the other promptly of upon the receipt of (i) any comments from the SEC and or its staff or any other government officials, (ii) notice that the Registration Statement has become effective, (iii) notice of the issuance of any stop order, (iv) notice of the suspension of the qualification of Cybear Tracking Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or (v) any request by the SEC or its staff or any other government officials for amendments or supplements to the proxy statement Registration Statement and the Proxy Statement/Prospectus or for additional information, information and will supply Photobition the other with copies of all correspondence between the Company such party or any of its representatives representatives, on the one hand, and the SEC SEC, or its staff or any other government officials, on the other hand, with respect to the proxy statement. Any fees payable in connection therewith shall be borne by Registration Statement, Proxy Statement/Prospectus or the CompanyMerger. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will provide Proxy Statement/Prospectus shall include the Company with such information and assistance in connection with the foregoing filings that the Company may reasonably request or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company Mediconsult in favor of this Agreement, the adoption Merger and the transactions contemplated hereby, subject to the right of Mediconsult's Board of Directors to withdraw or modify its recommendation to the extent that it determines in good faith that such action is necessary to comply with its fiduciary duties under applicable law. Nothing in this Agreement shall prevent Mediconsult's Board of Directors from complying with Rule 14d-9 and Rule 14e-2 under the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewithSecurities Exchange Act. (c2) Each of the Parties (in respect of the information respectively supplied by it) agrees that: (A) none of the information to be supplied by it or its Affiliates for inclusion in the Registration Statement will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; (B) none of the information to be supplied by it or its Affiliates for inclusion in the Proxy Statement/Prospectus will, at the time Proxy Statement/Prospectus is mailed to the stockholders of Mediconsult, at the time of the Mediconsult Stockholder Meeting, or as of the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (C) as to matters respecting it, the Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with all notification the provisions of the Securities Act and other requirements of any anti-trustthe Securities Exchange Act, competition as applicable, and the rules and regulations promulgated by the SEC thereunder, except that no covenant, representation or trade practice law warranty is made by Mediconsult with respect to statements made or regulations of any Governmentalincorporated by reference therein based on information supplied by Andrx for inclusion or incorporation by reference therein and no covenant, representation or warranty is made by Andrx with respect to statements made or incorporated by reference therein based on information supplied by Mediconsult for inclusion or incorporation by reference therein.

Regulatory Matters and Approvals. Each In addition to the requirements of Section 7.8, each of the Parties Company, Newco and PointeCom, promptly after the date hereof, will (and the Company and PointeCom, promptly after the date hereof, will cooperate to cause each of its Subsidiaries to) give any notice notices to, make any filings with, with and use its best commercially reasonable efforts to obtain any authorizations, consents, consents and approvals of any Governmental Body necessary Authorities in connection with the matters referred to consummate the transactions contemplated herebyin Section 5.2(c) and Section 6.2(c) above. Without limiting the generality of the foregoing: (a) The Company will prepare and file with the SEC as soon as practicable after the date of this Agreement preliminary proxy materials under the Securities Exchange Act relating to the Special MeetingState Corporation Law. The Company will use its best efforts to respond take all action, to the comments extent necessary in accordance with applicable law, its certificate of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement incorporation and any amendments thereto prior by-laws to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will provide the Company with such information and assistance in connection with the foregoing filings that the Company may reasonably request or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call convene a special meeting of its stockholders (the "Company Special Meeting") ), as soon as reasonably practicable in order that the its stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Texas Business Corporation LawAct, the issuance of Company Common Stock in connection with the Merger as provided in this Agreement as required by the rules of NASDAQ and an amendment to the certificate of incorporation of the Company to increase the number of authorized shares of Company Common Stock and to approve new stock option plans as required to effectuate the terms of this transaction. PointeCom will take all action, to the extent necessary in accordance wit h applicable law, its certificate of incorporation and by-laws to convene a special meeting of its stockholders (the PointeCom Special Meeting), as soon as reasonably practicable in order that its stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the NRS. The Company will and PointeCom shall mail the Definitive Joint Proxy Materials Statement/Prospectus to its their respective stockholders simultaneously and as soon as reasonably practicable. The Definitive Subject to Section 7.4, the Joint Proxy Materials will Statement/Prospectus shall contain the affirmative recommendation unanimous recommendations of the Company Board of Directors of the Company (i) in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer (ii) in favor of issuance of shares of Company Common Stock in connection with the Merger as provided in the Agreement as required by the rules of NASDAQ and (iii) in favor of the increase in the number of authorized shares of Company shall be required to violate any fiduciary duty or other requirement imposed by law Common Stock in connection therewith. (c) Each accordance with the Texas Business Corporation Act; and of the Parties will comply with all notification PointeCom Board of Directors in favor of the adoption of this Agreement and other requirements the approval of any anti-trust, competition or trade practice law or regulations of any Governmentalthe Merger.

Regulatory Matters and Approvals. Each 5.6.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties will (and the Company will parties shall use all commercially reasonable efforts to take, or cause each of its Subsidiaries to) give any notice toto be taken, make any filings withall actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use its best all commercially reasonable efforts to obtain any authorizations, consents, consents of all third parties and approvals of any Governmental Body governmental bodies necessary to consummate or desirable for the transactions contemplated hereby. Without limiting the generality consummation of the foregoing:Merger. (a) The Company will prepare and file with the SEC as 5.6.2 As soon as practicable after the date of this Agreement preliminary proxy materials under Plan of Merger, Purchaser shall prepare and file with the Securities Exchange Act relating Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to the Special Meeting. The Company will obtain, and shall use its best efforts to respond obtain, each necessary approval of or consent to consummate the comments of the SEC thereon Merger. Purchaser shall provide Company with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as soon as practicableCompany may reasonably request. The Purchaser shall provide Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all material correspondence between received from these agencies and all material responsive correspondence sent to these agencies. For purposes of this Section 5.6.2, "best efforts" shall include Purchaser having to enter into a consent decree or other commitment containing Purchaser's agreement to (a) hold separate or divest Purchaser's or Company's or their Subsidiaries’ assets, facilities, properties or businesses, or the assets, facilities, properties or businesses to be acquired pursuant to the Merger, and (b) limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, in each case as and to the extent necessary to obtain each necessary approval of or consent to consummate the Merger; provided that Purchaser is not obligated to take any such action unless such action is expressly conditioned upon the consummation of the Merger and such action would not give rise to the condition set forth in Section 6.1.2 not being satisfied. 5.6.3 From the date of this Plan of Merger until the Effective Time, each of Company and Purchaser shall promptly notify the other party in writing of any pending or, to the Knowledge of Company or Purchaser (as the case may be), threatened Action or Order by any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make Governmental Entity or any further filings other Person (including amendments and supplementsa) in connection therewith that may be necessary, proper challenging or advisable. Photobition will provide the Company with such information and assistance seeking material damages in connection with the foregoing filings that Merger or the Company may reasonably request other transactions contemplated by this Plan of Merger or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (seeking to restrain or prohibit the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval consummation of the Merger or the other transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any Law, each of Company and Purchaser shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger. 5.6.4 Nothing contained in accordance this Plan of Merger shall give Company, directly or indirectly, the right to control or direct the operations of Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Company and Purchaser each shall exercise, consistent with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company in favor of the adoption terms and conditions of this Agreement Plan of Merger, complete control and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewithsupervision over their respective business operations. (c) 5.6.5 Each of Company and Purchaser shall, and shall cause their respective Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Parties will comply with Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all notification Permits appropriate or necessary to continue the business of Company and other requirements of any anti-trust, competition or trade practice law or regulations of any GovernmentalPurchaser and their respective Subsidiaries as currently conducted.

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) shall give any notice notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies in connection with the matters referred to consummate the transactions contemplated herebyin Section 3.4 and Section 4.8 above. Without limiting the generality of the foregoing: (a) The Company will Buyer and the Seller shall mutually prepare and file with the SEC as soon as practicable after any filings required under the date of this Agreement preliminary proxy materials under Securities Act and the Securities Exchange Act relating to the Special Meetingtransactions contemplated under this Agreement. The Company will filing Party in each instance shall use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will The Buyer shall provide the Company Seller, and the Seller shall provide the Buyer with such whatever information and assistance in connection with the foregoing filings that the Company filing Party may reasonably request or request. The Buyer shall take all actions that the Company requires may be necessary under state securities laws in order to comply connection with the comments offering and issuance of the SECBuyer Securities. (b) The Company will Seller shall call a special meeting of its stockholders shareholders (the "Seller Special Meeting") ), or if permitted will obtain a Consent in Lieu of Meeting, as soon as practicable in order that the stockholders may to consider and vote upon the adoption of this Agreement and the approval of the Merger transactions contemplated under this Agreement in accordance with the Delaware General Nevada Business Corporation LawAct. The Company will Seller shall mail the Definitive Buyer S-4/Proxy Materials to its stockholders shareholders as soon as practicable. The Definitive Buyer S-4/Proxy Materials will shall contain the affirmative recommendation of the Board board of Directors directors of the Company Seller in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director transactions contemplated under this Agreement. Seller shall use its best efforts and in good faith shall solicit the favorable vote by or officer consent of its shareholders concerning this Agreement and the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewithtransactions contemplated under this Agreement. (c) Each The Buyer shall call a special meeting of its stockholders, or if permitted will obtain a Consent in Lieu of Meeting, as soon as practicable, to approve (i) the Parties will comply with all notification amendment of its Amended Certificate of Incorporation to change the Buyer’s name to “PureSpectrum, Inc.” and other requirements of any anti-trust, competition or trade practice law or regulations of any Governmental(ii) the Amended and Restated Bylaws in the form attached hereto as Exhibit 5.4.

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) give any notice notices to, make any filings with, and use its best commercially reasonable efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies in connection with the matters referred to consummate the transactions contemplated herebyin Section3(c) and Section4(d) above. Without limiting the generality of the foregoing: (ai) The Company will prepare and file with the SEC as soon as practicable after the date of this Agreement preliminary proxy materials under the Securities Exchange Act relating to the Special Meeting. The Company will use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company Target will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will provide the Company Parent with such information and assistance as Parent reasonably may request in connection with the foregoing filings Information Statement. Parent will take or cause to be taken all actions that the Company may reasonably request or that the Company requires be necessary under state securities laws in order to comply connection with the comments offering and issuance of the SECParent Shares to Target Stockholders. (bii) The Company Unless this Agreement has been terminated pursuant to Section7, Target will call a special meeting of its stockholders (the "Target Special Meeting") as soon as reasonably practicable after the date hereof in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Lawcorporation laws of its state of incorporation. The Company Unless this Agreement has been terminated pursuant to Section7, Target will mail the Definitive Proxy Materials Information Statement and the Notice of Meeting to its stockholders as soon as reasonably practicable. The Definitive Proxy Materials Notice of Meeting will contain the affirmative recommendation of the Board board of Directors directors of the Company Target in favor of the adoption of this Agreement and Agreement, the approval of the Merger, and the election of a stockholder representative for purposes of the Escrow Agreement; provided, however, that no director or officer of the Company Target shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. (ciii) Each of the Parties will comply with all file (and will cause each of its Subsidiaries to file) any notification and other requirements report forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, will use its reasonable efforts to obtain (and will cause each of its Subsidiaries to use its reasonable efforts to obtain) an early termination of the applicable waiting period, and will make (and will cause each of its Subsidiaries to make) any anti-trust, competition or trade practice law or regulations of any Governmentalfurther filings pursuant thereto that may be necessary.

Regulatory Matters and Approvals. Each 5.5.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties parties will (and the Company will use all commercially reasonable efforts to take, or cause each of its Subsidiaries to) give any notice toto be taken, make any filings withall actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use its best all commercially reasonable efforts to obtain any authorizations, consents, consents of all third parties and approvals of any Governmental Body governmental bodies necessary to consummate or desirable for the transactions contemplated hereby. Without limiting the generality consummation of the foregoing:Merger. (a) The Company will prepare and file with the SEC as 5.5.2 As soon as practicable after the date of this Agreement preliminary proxy materials under Plan of Merger, Purchaser will prepare and file with the Securities Exchange Act relating Federal Reserve Board and each other Governmental Entity having jurisdiction over the Merger all applications and documents required to the Special Meeting. The Company obtain, and will use its best commercially reasonable efforts to respond obtain, upon terms and conditions reasonably acceptable to Purchaser and Company, each necessary approval of or consent to consummate the comments of the SEC thereon as soon as practicableMerger. The Company Purchaser will provide Photobition Company with a draft of the proxy statement reasonable opportunities to review and any comment upon such documents before filing and to make such amendments and file such supplements thereto prior to the filing thereof with the SEC in sufficient time for Photobition to as Company may reasonably request. Purchaser will provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all material correspondence between received from these agencies and all material responsive correspondence sent to these agencies. 5.5.3 From the date of this Plan of Merger until the Effective Time, each of Purchaser and Company will promptly notify the other party in writing of any pending or, to the Knowledge of Purchaser or Company (as the case may be), threatened Action or Order by any Governmental Entity or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings other Person (including amendments and supplementsa) in connection therewith that may be necessary, proper challenging or advisable. Photobition will provide the Company with such information and assistance seeking damages in connection with the foregoing filings that Merger or the Company may reasonably request or that the Company requires in order to comply with the comments other transactions contemplated by this Plan of the SEC. Merger, (b) The Company will call a special meeting of its stockholders (seeking to restrain or prohibit the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval consummation of the Merger in accordance with or the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation other transactions contemplated by this Plan of the Board of Directors of the Company in favor of the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. (c) Each otherwise relating to this Plan of Merger or any of the Parties will comply with all notification and other requirements transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any anti-trustLaw, competition each of Purchaser and Company will, and will cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Purchaser and Company may otherwise agree, any such Action or trade practice law Order, including any Action or regulations Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of any Governmentalthe Merger or the other transactions contemplated by this Plan of Merger. 5.5.4 Nothing contained in this Plan of Merger will give Company, directly or indirectly, the right to control or direct the operations of Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Purchaser and Company each will exercise, consistent with the terms and conditions of this Plan of Merger, complete control and supervision over their respective business operations. 5.5.5 Company will, and will cause its Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all Permits appropriate or necessary to continue the business of Company and its Subsidiaries as currently conducted.

Regulatory Matters and Approvals. Each 5.5.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties will (and the Company will parties shall use all commercially reasonable efforts to take, or cause each of its Subsidiaries to) give any notice toto be taken, make any filings withall actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use its best all commercially reasonable efforts to obtain any authorizations, consents, consents of all third parties and approvals of any Governmental Body governmental bodies necessary to consummate or desirable for the transactions contemplated hereby. Without limiting the generality consummation of the foregoing:Merger. (a) The Company will prepare and file with the SEC as 5.5.2 As soon as practicable after the date of this Agreement preliminary proxy materials under Plan of Merger (but in no event more than 45 days after the Securities Exchange Act relating date hereof), Purchaser shall prepare and file with the Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to the Special Meeting. The Company will obtain, and shall use its best commercially reasonable efforts to respond obtain, upon terms and conditions reasonably acceptable to Purchaser, each necessary approval of or consent to consummate the comments of the SEC thereon Merger. Purchaser shall provide Company with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as soon as practicableCompany may reasonably request. The Purchaser shall provide Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all material correspondence between received from these agencies and all material responsive correspondence sent to these agencies. 5.5.3 From the date of this Plan of Merger until the Effective Time, each of Company and Purchaser shall promptly notify the other party in writing of any pending or, to the Knowledge of Company or Purchaser (as the case may be), threatened Action or Order by any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make Governmental Entity or any further filings other Person (including amendments and supplementsa) in connection therewith that may be necessary, proper challenging or advisable. Photobition will provide the Company with such information and assistance seeking material damages in connection with the foregoing filings that Merger or the Company may reasonably request other transactions contemplated by this Plan of Merger or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (seeking to restrain or prohibit the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval consummation of the Merger or the other transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any Law, each of Company and Purchaser shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger. 5.5.4 Nothing contained in accordance this Plan of Merger shall give Company, directly or indirectly, the right to control or direct the operations of Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Company and Purchaser each shall exercise, consistent with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company in favor of the adoption terms and conditions of this Agreement Plan of Merger, complete control and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewithsupervision over their respective business operations. (c) 5.5.5 Each of Company and Purchaser shall, and shall cause their respective Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Parties will comply with Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all notification Permits appropriate or necessary to continue the business of Company and other requirements of any anti-trust, competition or trade practice law or regulations of any GovernmentalPurchaser and their respective Subsidiaries as currently conducted.

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) give any notice notices to, make any filings with, and use its best efforts Commercially Reasonable Efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies which may be required to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing: (a) The Company will prepare and file with the SEC as soon as practicable after the date of this Agreement preliminary proxy materials under the Securities Exchange Act relating to the Special Meeting. The Company will use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request be given, filed or obtained respectively by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne Parties by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will provide the Company with such information and assistance applicable law in connection with the foregoing filings matters referred to in ss.3.04 and ss.5.03 above. The Buyer, Merger Sub and the Company shall use Commercially Reasonable Efforts to cause to be transferred to Buyer or its nominee, all liquor licenses and alcoholic beverages licenses currently in use in connection with operation of the Real Property. To that end, the Company and Buyer shall cooperate with each other, and each shall execute such transfer forms, license applications, and other documents required by applicable law to be executed respectively by them to effect such transfer. The Parties shall execute and file all necessary applications and papers required by applicable law to be executed respectively by them with the appropriate liquor and alcoholic beverage authorities prior to Closing, to the end that the Company may reasonably request or that issuance of new licenses shall take effect, if possible, on the Closing Date, simultaneously with Closing. If not so permitted, then the Company requires and Buyer agree that they will promptly execute all applications and other documents required to be executed respectively by them by the liquor authorities in order to comply with effect the comments issuance of new licenses at the SEC. (b) The Company will call a special meeting of its stockholders (the "Special Meeting") as soon as practicable earliest date possible in order that all liquor licenses may be issued to Buyer or its designee at the stockholders may consider earliest possible time. If the new licenses cannot be issued until after the Closing of the transaction contemplated herein, then to the extent permitted by applicable laws, rules and vote upon regulations, the adoption of this Company covenants and agrees that it will enable Buyer to keep the Real Properties open between the Closing Date and the time when the new liquor licenses actually become effective by executing the Management Agreement and pursuant to the approval terms of the Merger Management Agreement. Buyer shall pay any and all (i) fees, taxes and charges required to be paid to governmental authorities and other liquor and alcoholic beverages authorities in accordance connection with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation transfer of the Board liquor and alcoholic beverages licenses, and (ii) fees, costs and expenses of Directors of the Company in favor of the adoption of this Agreement outside counsel, and the approval of the Merger; providedother professionals, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed consultants and advisors retained by law Buyer in connection therewithwith such transfers. (c) Each of the Parties will comply with all notification and other requirements of any anti-trust, competition or trade practice law or regulations of any Governmental

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) give any notice notices to, make any filings with, and use its best efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies in connection with the matters referred to consummate the transactions contemplated herebyin ss.3(d) and ss.4(d) above. Without limiting the generality of the foregoing: (ai) The Company SECURITIES ACT, SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS. Visijet will prepare and file with the SEC as soon as practicable after a preliminary information statement under the date Securities Exchange Act relating to the Visijet Shareholder Consent. PNSO will prepare and file with the SEC a registration statement under the Securities Act relating to the offering and issuance of this Agreement PNSO Shares (the "REGISTRATION STATEMENT") and preliminary proxy materials under the Securities Exchange Act relating to the Special PNSO Meeting. The Company filing Party in each instance will use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition PNSO will provide the Company Visijet, and Visijet will provide PNSO, with such whatever information and assistance in connection with the foregoing filings that the Company filing Party reasonably may reasonably request or request. PNSO will take all actions that the Company requires may be necessary under state securities laws in order to comply connection with the comments offering and issuance of the SECPNSO Shares. (bii) The Company STATE CORPORATION LAWS. Visijet will cause its principal shareholders to execute a consent as soon as reasonably practicable in order that the stockholders may approve the adoption of this Agreement and the Merger in accordance with the California Code. PNSO will call a special meeting of its stockholders (the "Special MeetingSPECIAL PNSO MEETING") as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Company Parties will mail the Definitive Proxy Materials Joint Disclosure Document to its their respective stockholders simultaneously and as soon as reasonably practicable. The Definitive Proxy Materials Joint Disclosure Document will contain the affirmative recommendation recommendations of the Board respective boards of Directors directors of the Company Parties in favor of the adoption of this Agreement and the approval of the Merger; providedPROVIDED, howeverHOWEVER, that no director or officer of the Company either Party shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. (c) Each of the Parties will comply with all notification and other requirements of any anti-trust, competition or trade practice law or regulations of any Governmental

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) give any notice notices to, make any filings with, and use its reasonable best efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies in connection with the matters referred to consummate the transactions contemplated herebyin Section 3(d) and Section 4(d) above. Without limiting the generality of the foregoing: (ai) SECURITIES ACT, SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS. (A) The Company will prepare and file with the SEC as soon as practicable after the date of this Agreement preliminary proxy materials ("Preliminary Proxy Materials") under the Securities Exchange Act relating to the Special Annual Meeting. The Company will use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition AAC will provide the Company with such whatever information and assistance in connection with the foregoing filings that the Company may reasonably request request. (B) The Company and AAC shall each use its reasonable best efforts to take, or that cause to be taken, (i) all actions necessary, proper or advisable by such Party with respect to the prompt preparation and filing with the SEC of a registration statement on Form S-4 relating to the Surviving Corporation Common Stock (the "Registration Statement") and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Merger (together with any supplements or amendments thereto, collectively, the "Schedule 13E-3"), (ii) such actions as may be required to have the Registration Statement declared effective under the Securities Act and to have the Preliminary Proxy Materials cleared by the SEC, in each case as promptly as practicable, and (iii) such actions as may be required to be taken under state securities or applicable Blue Sky laws in connection with the issuance of the securities contemplated hereby. (C) Concurrently with the filing of the Preliminary Proxy Materials, the Company requires in order to comply shall, and shall cause its Affiliates to, file with the comments SEC a Schedule 13E-3. AAC and the Company each agrees to correct any information provided by it (and each agrees to cause any information provided by its respective Affiliates to be corrected) for use in the Schedule 13E-3, if and to the extent that it shall have become false and misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of the Company Common Stock, in each case as and to the extent required by applicable federal securities laws. AAC and its counsel shall be given reasonable opportunity to review and comment on Schedule 13E-3 prior to its being filed with the SEC. (bii) DELAWARE GENERAL CORPORATION LAW; ANNUAL MEETING. The Company will (A) call a special an annual meeting of its stockholders (the "Special Annual Meeting") ), as soon as reasonably practicable in order that the such stockholders may consider and vote upon (i) the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Company will , (ii) the Certificate Amendment, (iii) the New Stock Incentive Plan, (iv) the election of two directors and (v) the ratification of the appointment of Coopers & ▇▇▇▇▇▇▇ L.L.P. as the Company's auditors for the fiscal year ending September 30, 1998, and (B) mail the Definitive Proxy Materials Joint Disclosure Document to its stockholders as soon as reasonably practicable. The Definitive Proxy Materials , which Joint Disclosure Document will contain the affirmative recommendation of the Board board of Directors directors of the Company in favor of the adoption of this Agreement and the approval of the Merger; providedPROVIDED, howeverHOWEVER, that no any provision of this Agreement to the contrary notwithstanding, the Company will not have any obligation to call the Annual Meeting or mail the Joint Disclosure Document to its stockholders (x) if such action would require any director or officer of the Company shall be required either to violate any fiduciary duty or other requirement imposed by law in connection therewith. (c) Each therewith or, after consultation with and advice from its outside counsel, any director or officer of the Parties will comply Company determines in good faith that to take such action would be inconsistent with all notification and other requirements such director's or officer's fiduciary duty or (y) until the board of any anti-trustdirectors of the Company shall have received from Deutsche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. a supplemental written confirmation of its opinion that the consideration to be paid in the Merger is fair to the Company Stockholders from a financial point of view, competition or trade practice law or regulations such confirmation to be dated as of any Governmentala date within two Business Days of the date that the Joint Disclosure Document is to be mailed.

Regulatory Matters and Approvals. Each of the Parties will (and the Company will cause each of its Subsidiaries to) give any notice notices to, make any filings with, and use its all reasonable best efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies in connection with the matters referred to consummate the transactions contemplated herebyin Section 3(d) and Section 4(d) above. Without limiting the generality of the foregoing: (ai) The Company Securities Act, Securities Exchange Act and State Securities Laws. As promptly as practicable after the date hereof, FEDDERS will prepare and file with the SEC as soon as practicable after a registration statement on Form S-4 under the date Securities Act relating to the offering and issuance of this Agreement FEDDERS Shares pursuant to the Merger (the "Registration Statement") and preliminary proxy materials under the Securities Exchange Act relating to the Special Annual FEDDERS Meeting. The Company FEDDERS will use its reasonable best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper proper, or advisable. Photobition NYCOR will provide the Company FEDDERS with such whatever information and assistance in connection with the foregoing filings that the Company FEDDERS may reasonably request request. FEDDERS will take all actions that may be necessary, proper, or that the Company requires advisable under state securities laws in order to comply connection with the comments offering and issuance of FEDDERS Shares pursuant to the SECMerger. (bii) The Company Delaware General Corporation Law. NYCOR will call a special meeting of its stockholders (the "Special NYCOR Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. The Company FEDDERS will mail call its annual meeting of stockholders (the Definitive Proxy Materials to its stockholders "Annual FEDDERS Meeting") as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company practicable in favor of order that its stockholders may consider and vote, among other things, upon the adoption of this Agreement and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. (ciii) Each of the Parties will comply with all notification and other requirements of any anti-trust, competition or trade practice law or regulations of any Governmental[Not Applicable]

Regulatory Matters and Approvals. Each 5.6.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties will (and the Company will parties shall use all commercially reasonable efforts to take, or cause each of its Subsidiaries to) give any notice toto be taken, make any filings withall actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use its best all commercially reasonable efforts to obtain any authorizations, consents, consents of all third parties and approvals of any Governmental Body governmental bodies necessary to consummate or desirable for the transactions contemplated hereby. Without limiting the generality consummation of the foregoing:Merger. (a) The Company will prepare and file with the SEC as 5.6.2 As soon as practicable after the date of this Agreement preliminary proxy materials under Plan of Merger, Purchaser shall prepare and file with the Securities Exchange Act relating Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to the Special Meeting. The Company will obtain, and shall use its best efforts to respond obtain, each necessary approval of or consent to consummate the comments of the SEC thereon Merger. Purchaser shall provide Company with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as soon as practicableCompany may reasonably request. The Purchaser shall provide Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all material correspondence between received from these agencies and all material responsive correspondence sent to these agencies. For purposes of this Section 5.6.2, “best efforts” shall include Purchaser having to enter into a consent decree or other commitment containing Purchaser’s agreement to (a) hold separate or divest Purchaser’s or Company’s or their Subsidiaries’ assets, facilities, properties or businesses, or the assets, facilities, properties or businesses to be acquired pursuant to the Merger, and (b) limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, in each case as and to the extent necessary to obtain each necessary approval of or consent to consummate the Merger; provided that Purchaser is not obligated to take any such action unless such action is expressly conditioned upon the consummation of the Merger and such action would not give rise to the condition set forth in Section 6.1.2 not being satisfied. 5.6.3 From the date of this Plan of Merger until the Effective Time, each of Company and Purchaser shall promptly notify the other party in writing of any pending or, to the Knowledge of Company or Purchaser (as the case may be), threatened Action or Order by any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make Governmental Entity or any further filings other Person (including amendments and supplementsa) in connection therewith that may be necessary, proper challenging or advisable. Photobition will provide the Company with such information and assistance seeking material damages in connection with the foregoing filings that Merger or the Company may reasonably request other transactions contemplated by this Plan of Merger or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (seeking to restrain or prohibit the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval consummation of the Merger or the other transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any Law, each of Company and Purchaser shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger. 5.6.4 Nothing contained in accordance this Plan of Merger shall give Company, directly or indirectly, the right to control or direct the operations of Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Company and Purchaser each shall exercise, consistent with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company in favor of the adoption terms and conditions of this Agreement Plan of Merger, complete control and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewithsupervision over their respective business operations. (c) 5.6.5 Each of Company and Purchaser shall, and shall cause their respective Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Parties will comply with Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all notification Permits appropriate or necessary to continue the business of Company and other requirements of any anti-trust, competition or trade practice law or regulations of any GovernmentalPurchaser and their respective Subsidiaries as currently conducted.

Regulatory Matters and Approvals. Each of the Parties WellComm, I-trax and Acquisition will (and the Company will cause each of its Subsidiaries to) give any notice notices to, make any filings with, and use its best reasonable efforts to obtain any authorizations, consents, and approvals of any Governmental Body necessary governments and governmental agencies in connection with the matters referred to consummate the transactions contemplated herebyin Section 3(g) and Section 4(d) above. Without limiting the generality of the foregoing: (ai) The Company SECURITIES ACT AND STATE SECURITIES LAWS. I-trax will prepare and file with distribute to WellComm Stockholders an Information Statement to permit WellComm Stockholders to consider and vote upon the SEC as soon as practicable after the date adoption of this Agreement preliminary proxy materials and the approval of the Merger and required for the offering and issuance of I-trax Shares to WellComm Stockholders pursuant to this Merger to qualify as an exemption from registration under Section 4(2) of the Securities Exchange Act relating to and the Special Meetingregulations promulgated thereunder. The Company will use its best efforts to respond to the comments of the SEC thereon as soon as practicable. The Company WellComm will provide Photobition with a draft of the proxy statement I-trax, any information and any amendments thereto prior to the filing thereof assistance required or requested in connection with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosureforegoing matters. The Company I-trax will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of take all correspondence between the Company or any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith actions that may be necessary, proper proper, or advisable. Photobition will provide the Company with such information and assistance advisable under state securities laws in connection with the foregoing filings that the Company may reasonably request or that the Company requires in order to comply with the comments offering and issuance of the SECI-Trax Shares. (bii) The Company ILLINOIS BUSINESS CORPORATION ACTS. WellComm Principals shall vote (or cause to be voted) all of their WellComm Shares in favor of the Merger, the adoption of this Agreement and the approval of the terms thereof and each of the other transactions contemplated by this Agreement. WellComm will call a special meeting of its stockholders (the "Special Meeting") take all actions necessary as soon as reasonably practicable in order that the stockholders WellComm Stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Illinois Business Corporation LawAct. The Company WellComm will mail use its reasonable efforts to obtain the Definitive Proxy Materials Requisite Stockholder Approval and obtain the appointment of the WellComm Representative to its stockholders as soon as practicable. The Definitive Proxy Materials serve the functions contemplated in this Agreement, and the written materials provided to the WellComm Stockholders in connection with obtaining the Requisite Stockholder Approval will contain the affirmative recommendation of the Board board of Directors directors of the Company WellComm in favor of the adoption of this Agreement and the approval of the Merger; providedPROVIDED, howeverHOWEVER, that no director or officer of the Company WellComm shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewith. (c) Each of the Parties will comply with all notification and other requirements of any anti-trust, competition or trade practice law or regulations of any Governmental

Regulatory Matters and Approvals. Each 5.6.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties will (and the Company will parties shall use all commercially reasonable efforts to take, or cause each of its Subsidiaries to) give any notice toto be taken, make any filings withall actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use its best all commercially reasonable efforts to obtain any authorizations, consents, consents of all third parties and approvals of any Governmental Body governmental bodies necessary to consummate or desirable for the transactions contemplated hereby. Without limiting the generality consummation of the foregoing:Merger. (a) The Company will prepare and file with the SEC as 5.6.2 As soon as practicable after the date of this Agreement preliminary proxy materials under Plan of Merger, Purchaser shall prepare and file with the Securities Exchange Act relating Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to the Special Meeting. The Company will obtain, and shall use its best commercially reasonable efforts to respond obtain, each necessary approval of or consent to consummate the comments of the SEC thereon Merger. Purchaser shall provide Company with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as soon as practicableCompany may reasonably request. The Purchaser shall provide Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all material correspondence between the Company received from these agencies and all material responsive correspondence sent to these agencies. For purposes of this Section 5.6.2, “commercially reasonable efforts” shall include Purchaser having to enter into a consent decree or any of other commitment containing Purchaser’s agreement to limitations on its representatives or its Subsidiaries’ conduct or actions or covenants affecting business practices, in each case as and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make any further filings (including amendments and supplements) in connection therewith that may be necessary, proper or advisable. Photobition will provide the Company with such information and assistance in connection with the foregoing filings that the Company may reasonably request or that the Company requires in order extent necessary to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the obtain each necessary approval of the Merger in accordance with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials or consent to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company in favor of the adoption of this Agreement and the approval of consummate the Merger; provided, however, that no director or officer Purchaser is not obligated to take any such action unless such action is expressly conditioned upon the consummation of the Merger and such action would not give rise to the condition set forth in Section 6.1.2 not being satisfied. 5.6.3 From the date of this Plan of Merger until the Effective Time, each of Company and Purchaser shall be required promptly notify the other party in writing of any pending or, to violate the Knowledge of Company or Purchaser (as the case may be), threatened Action or Order by any fiduciary duty Governmental Entity or any other requirement imposed by law Person (a) challenging or seeking material damages in connection therewithwith the Merger or the other transactions contemplated by this Plan of Merger or (b) seeking to restrain or prohibit the consummation of the Merger or the other transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any Law, each of Company and Purchaser shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger. (c) 5.6.4 Nothing contained in this Plan of Merger shall give Company, directly or indirectly, the right to control or direct the operations of Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Company and Purchaser each shall exercise, consistent with the terms and conditions of this Plan of Merger, complete control and supervision over their respective business operations. 5.6.5 Each of Company and Purchaser shall, and shall cause their respective Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Parties will comply with Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all notification Permits appropriate or necessary to continue the business of Company and other requirements of any anti-trust, competition or trade practice law or regulations of any GovernmentalPurchaser and their respective Subsidiaries as currently conducted.

Regulatory Matters and Approvals. Each 5.6.1 Subject to the terms and conditions of this Plan of Merger, each of the Parties will (and the Company will parties shall use all commercially reasonable efforts to take, or cause each of its Subsidiaries to) give any notice toto be taken, make any filings withall actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Merger. Subject to the terms and conditions of this Plan of Merger, the parties will use its best all commercially reasonable efforts to obtain any authorizations, consents, consents of all third parties and approvals of any Governmental Body governmental bodies necessary to consummate or desirable for the transactions contemplated hereby. Without limiting the generality consummation of the foregoing:Merger. (a) The Company will prepare and file with the SEC as 5.6.2 As soon as practicable after the date of this Agreement preliminary proxy materials under Plan of Merger (but in no event more than 45 days after the Securities Exchange Act relating date hereof), Purchaser shall prepare and file with the Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to the Special Meeting. The Company will obtain, and shall use its best commercially reasonable efforts to respond obtain, upon terms and conditions reasonably acceptable to Purchaser, each necessary approval of or consent to consummate the comments of the SEC thereon Merger. Purchaser shall provide Company with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as soon as practicableCompany may reasonably request. The Purchaser shall provide Company will provide Photobition with a draft of the proxy statement and any amendments thereto prior to the filing thereof with the SEC in sufficient time for Photobition to provide reasonable comments to the form and content of the proposed disclosure. The Company will notify Photobition promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the proxy statement or for additional information, and will supply Photobition with copies of all material correspondence between received from these agencies and all material responsive correspondence sent to these agencies. 5.6.3 From the date of this Plan of Merger until the Effective Time, each of Company and Purchaser shall promptly notify the other party in writing of any pending or, to the Knowledge of Company or Purchaser (as the case may be), threatened Action or Order by any of its representatives and the SEC with respect to the proxy statement. Any fees payable in connection therewith shall be borne by the Company. The Company will make Governmental Entity or any further filings other Person (including amendments and supplementsa) in connection therewith that may be necessary, proper challenging or advisable. Photobition will provide the Company with such information and assistance seeking material damages in connection with the foregoing filings that Merger or the Company may reasonably request other transactions contemplated by this Plan of Merger or that the Company requires in order to comply with the comments of the SEC. (b) The Company will call a special meeting of its stockholders (seeking to restrain or prohibit the "Special Meeting") as soon as practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval consummation of the Merger or the other transactions contemplated by this Plan of Merger. If any Action or Order is instituted (or threatened to be instituted) challenging any of the transactions contemplated by this Plan of Merger as violative of any Law, each of Company and Purchaser shall, and shall cause their respective Representatives to, cooperate and use their commercially reasonable efforts to contest and resist, except insofar as Company and Purchaser may otherwise agree, any such Action or Order, including any Action or Order that seeks a temporary restraining order or preliminary injunction that would prohibit, prevent or restrict consummation of the Merger or the other transactions contemplated by this Plan of Merger. 5.6.4 Nothing contained in accordance this Plan of Merger shall give Company, directly or indirectly, the right to control or direct the operations of Purchaser or give Purchaser, directly or indirectly, the right to control or direct the operations of Company prior to the Effective Time. Prior to the Effective Time, subject to Sections 5.1 and 5.2, as applicable, Company and Purchaser each shall exercise, consistent with the Delaware General Corporation Law. The Company will mail the Definitive Proxy Materials to its stockholders as soon as practicable. The Definitive Proxy Materials will contain the affirmative recommendation of the Board of Directors of the Company in favor of the adoption terms and conditions of this Agreement Plan of Merger, complete control and the approval of the Merger; provided, however, that no director or officer of the Company shall be required to violate any fiduciary duty or other requirement imposed by law in connection therewithsupervision over their respective business operations. (c) 5.6.5 Each of Company and Purchaser shall, and shall cause their respective Subsidiaries to, take all commercially reasonable and lawful actions as may be necessary or appropriate to transfer, or to allow for the Parties will comply with Surviving Corporation to utilize after the Effective Time, or obtain, as permitted by Law, all notification Permits appropriate or necessary to continue the business of Company and other requirements of any anti-trust, competition or trade practice law or regulations of any GovernmentalPurchaser and their respective Subsidiaries as currently conducted.