Common use of Joint Proxy Statement/Prospectus Clause in Contracts

Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Common Stock to be offered to holders of HRB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HRB Shareholders Meeting and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Joint Proxy Statement-Prospectus"). FNFG shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC. Each of FNFG and HRB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB shall furnish all information concerning HRB and the holders of HRB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus, and FNFG shall notify HRB promptly of the receipt of any comments of the SEC with respect to the Joint Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1Registration Statement; --------------------------------------------------------- Antitrust and Other Filings. For --------------------------- (a) As promptly as reasonably practicable after the purposes (x) execution of registering FNFG Common Stock to be offered to holders of HRB Common Stock in connection this Agreement, Company and Parent will prepare and file with the Merger SEC, the Joint Proxy Statement/Prospectus and Parent will prepare and file with the SEC under the Securities Act and (y) Registration Statement in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of holding the HRB Shareholders Meeting Parent and the FNFG Shareholders MeetingCompany shall provide promptly to the other such information concerning its business and financial statements and affairs as, FNFG shall draft and prepare, and HRB shall cooperate in the preparation ofreasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Merger Joint Proxy Statement/Prospectus and the Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus or in the form mailed to the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred and to as cause its counsel and auditors to cooperate with the "Joint Proxy Statement-Prospectus"). FNFG shall file other's counsel and auditors in the Merger Registration Statement, including preparation of the Joint Proxy Statement-Prospectus, with /Prospectus and the SECRegistration Statement. Each of FNFG Company and HRB shall Parent will respond to any comments of the SEC, will use their best its respective commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and each of HRB Company and FNFG shall thereafter promptly mail Parent will cause the Joint Proxy Statement-/Prospectus to be mailed to its shareholdersrespective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. FNFG shall also use its best efforts Promptly after the date of this -39- Agreement, each of the Company and Parent will prepare and file (i) with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms relating to obtain all necessary state securities law the transactions contemplated herein as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed to by the parties (the "Blue Sky" permits Antitrust Filings") and approvals (ii) any other filings required to carry out be filed by it under the Exchange Act, the Securities Act or any other federal, state or foreign laws relating to the Merger and the transactions contemplated by this Agreement, Agreement (the "Other Filings"). The Company and HRB Parent each shall furnish all information concerning HRB and promptly supply the holders of HRB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG other with any information concerning itself that FNFG which may reasonably request be required in connection with the drafting and preparation order to effectuate any filings pursuant to this Section 5.1. (b) Each of the Joint Proxy Statement-Prospectus, Company and FNFG shall Parent will notify HRB the other promptly of upon the receipt of any comments from the SEC or its staff or any other government officials in connection with any filing made pursuant hereto and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any Antitrust Filings or Other Filings or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any Antitrust Filing or Other Filing. Each of the Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1 to comply in all material respects with respect all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement-Prospectus and of any requests by /Prospectus, the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG Registration Statement or any Antitrust Filing or Other Filing, the Company or Parent, as the case may be, will promptly inform the other of their representatives such occurrence and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed cooperate in filing with the SEC and or its staff or any other government officials, and/or mailing to stockholders of the Company and/or Parent, such amendment or supplement. Notwithstanding any other provision of this Agreement, nothing herein shall give HRB and its counsel the opportunity require Parent to review and comment on all amendments and supplements qualify to the Joint Proxy Statement-Prospectus and all responses do business in any jurisdiction in which it is not now so qualified or to requests for additional information and replies file a general consent to comments prior to their being filed with, or sent to, the SEC. Each service of FNFG and HRB agrees to use all reasonable efforts, after consultation process under any applicable state securities laws in connection with the other party hereto, to respond promptly to all such comments issuance of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Parent Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1. For (a) As promptly as reasonably practicable after the purposes (x) execution of registering FNFG Common Stock to be offered to holders of HRB Common Stock in connection with the Merger this Agreement, Company and Parent shall prepare and Parent shall file with the SEC under an S-4 Registration Statement (including the Securities Act Proxy Statement/Prospectus), registering the offer and (y) sale of holding the HRB Shareholders Meeting and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and shares of the Securities Act and the Exchange ActParent Common Stock, and which complies with the rules and regulations thereunder (such proxy statement/prospectus in promulgated by the form mailed SEC, and the Company and Parent shall use all reasonable efforts to cause the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred S-4 Registration Statement to become effective as the "Joint Proxy Statement-Prospectus")soon thereafter as practicable. FNFG shall file the Merger Registration Statement, including the Joint Proxy Statement-ProspectusParent, with the SEC. Each assistance of FNFG and HRB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filingCompany when necessary, and each of HRB and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its reasonable best efforts to obtain prior to the effective date of the S-4 Registration Statement all necessary state securities law or "Blue Skyblue sky" permits and approvals required in connection with the Merger and to carry out consummate the other transactions contemplated by this Agreement. Parent or Company, as the case may be, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders or stockholders, as the case may be, and such other matters as may be reasonably necessary or advisable in connection with the Joint Proxy Statement/Prospectus, the S-4 Registration Statement or any other statement, filing, notice or application made by or on behalf of the Company or Parent or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Merger and the transactions contemplated by this Agreement, including, without limitation, providing pro forma financial information regarding Parent and HRB the Company, if necessary. (b) The Joint Proxy Statement/Prospectus prepared by Company and Parent in connection the Merger with respect to the special meetings of Company's shareholders to be held to consider approval of this Agreement and the Merger (the "Company Shareholders' Meeting") and of Parent's stockholders to be held to consider the approval of the issuance of shares of Parent Common Stock ("Share Issuance") to Company's shareholders pursuant to the Merger (the "Parent Stockholders' Meeting") shall furnish all information concerning HRB include (i) with respect to Company and its shareholders, (x) the approval of the Merger and the unanimous recommendation of the disinterested members of the board of directors of Company to Company's shareholders that they vote in favor of approval of this Agreement and (y) an election form under which the holders of HRB Company Preferred Stock may elect to convert the Company Preferred Stock held by them immediately prior to the Closing in accordance with the Company's articles of incorporation; provided, however, that nothing in this Agreement shall prevent the board of directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Company Superior Proposal is made to the Company and is not withdrawn and (B) the board of directors of the Company concludes in good faith, consistent with the advice of outside counsel admitted to practice in California, that, in light of such Company Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be inconsistent with the fiduciary duties of the board of directors of Company to Company shareholders under applicable law, and (ii) with respect to Parent and its stockholders, (x) the approval of the Share Issuance, and the unanimous recommendation of the disinterested members of the board of directors of Parent to Parent's stockholders that they vote in favor of approval of this Agreement, the Merger and the Share Issuance, (y) the opinion of Parent Financial Advisor referred to in Section 5.24, (z) a proposal to amend Parent's certificate of incorporation to (1) change its name to Mayan Networks Corporation as of the Effective Time, (2) increase the Parent Common Stock as may in order to reserve a sufficient number of authorized but unissued Parent Common Stock for issuance in the Merger and upon exercise or conversion of the Company Rights and (3) effect the Reverse Stock Split of the Parent Common Stock and (xx) a proposal to adopt the 2001 Plan (collectively, the "Parent Meeting Proposals"); provided, however, that nothing in this Agreement shall prevent the board of directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Parent Superior Proposal is made to the Parent and is not withdrawn, (B) neither the Parent nor any of its representatives shall have violated any of the restrictions set forth in Section 7.19 and (C) the board of directors of the Parent concludes in good faith, consistent with advice of outside counsel admitted to practice law in Delaware, that, in light of such Parent Superior Proposal, the failure to withhold, withdraw, amend or modify such recommendation would likely be reasonably requested in connection inconsistent with any such actionthe fiduciary duties of the board of directors of Parent to Parent stockholders under applicable law. 8.2.2. HRB (c) The Company shall provide FNFG with any use its reasonable best efforts to ensure that none of the information concerning itself that FNFG may reasonably request supplied by Company for inclusion or incorporation by reference in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of Company and FNFG shall notify HRB promptly the stockholders of the receipt of any comments Parent, at the time of the SEC with respect to the Joint Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed withCompany Shareholders' Meeting, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders time of the Parent Stockholders' Meeting hereof and at the earliest practicable time. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains Effective Time, contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were are made, not misleading. In such eventIf at any time prior to the Effective Time any event or circumstance relating to Company, HRB shall cooperate with FNFG or its officers or directors, should be discovered by Company that should be set forth in the preparation of an amendment or a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as /Prospectus, Company shall promptly inform Parent. (d) The Parent shall use its reasonable best efforts to ensure that none of the information supplied by Parent for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus shall, at the date it or any amendments or supplements thereto are mailed to shareholders of consummation Company and the stockholders of the MergerParent, with respect at the time of the Company Shareholders' Meeting, at the time of the Parent Stockholders' Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to certain financial information regarding HRBstate any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or any Parent Subsidiary, or their respective officers or directors, should be discovered by Parent that should be set forth in an amendment or a supplement to the Joint Proxy Statement/Prospectus, Parent shall promptly inform Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger will comply as to form in all material respects with the applicable requirements of the rules and substance that is customary in transactions such as regulations of the MergerSecurities Act and the Exchange Act.

Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG Parent Common Stock to be offered to holders of HRB Company Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HRB Shareholders Company Shareholders’ Meeting and the FNFG Shareholders Parent Shareholders’ Meeting, FNFG Parent shall draft and prepare, and HRB the Company shall cooperate in the preparation of, the Merger Registration Statement, including a combined joint proxy statement of the Company and Parent, and a prospectus of Parent satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HRB and FNFG Company shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "“Joint Proxy Statement-Prospectus")”. FNFG Parent shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC. Each of FNFG Parent and HRB the Company shall use their best commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB Parent and FNFG the Company shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its their respective shareholders. FNFG Parent shall also use its best commercially reasonable efforts to obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB the Company shall furnish all information concerning HRB the Company and the holders of HRB Company Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB The Company shall provide FNFG Parent with any information concerning itself that FNFG Parent may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus, and FNFG Parent shall notify HRB the Company promptly of the receipt of any comments of the SEC with respect to the Joint Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB the Company promptly copies of all correspondence between FNFG Parent or any of their representatives and the SEC. FNFG Parent shall give HRB the Company and its counsel the reasonable opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB the Company and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG Parent and HRB the Company agrees to use all commercially reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB each of Parent Common Stock and Company Common Stock entitled to vote at the HRB Shareholders Meeting hereof their respective shareholders’ meetings at the earliest practicable time. 8.2.3. HRB Parent and FNFG the Company shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB the Company shall cooperate with FNFG Parent in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG Parent shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG party shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG its respective shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1Registration Statement; Other --------------------------------------------------------------- Filings; Board Recommendations. For ------------------------------ (a) As promptly as practicable after the purposes (x) execution of registering FNFG Common Stock to be offered to holders of HRB Common Stock in connection with the Merger with the SEC under the Securities Act this Agreement, Company and (y) of holding the HRB Shareholders Meeting and the FNFG Shareholders Meeting, FNFG shall draft and Parent will prepare, and HRB shall cooperate in file with the preparation ofSEC, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Joint Proxy Statement-Prospectus"). FNFG shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, /Prospectus and Parent will prepare and file with the SECSEC the Registration -41- Statement in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of FNFG Company and HRB shall Parent will respond to any comments of the SEC, will use their best its respective commercially reasonable efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and each of HRB Company and FNFG shall thereafter promptly mail Parent will cause the Joint Proxy Statement-/Prospectus to be mailed to its shareholdersstockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits As promptly as practicable after the date of this Agreement, each of Company and approvals Parent will prepare and file any other filings required to carry out be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the Merger and the transactions contemplated by this Agreement, Agreement (the "OTHER FILINGS"). Each of Company and HRB shall furnish all information concerning HRB and Parent will notify the holders of HRB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus, and FNFG shall notify HRB other promptly of upon the receipt of any comments of from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement, the Joint Proxy Statement/Prospectus or any Other Filing or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement, the Joint Proxy Statement/Prospectus, the Merger or any Other Filing. Each of Company and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 5.1(a) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Joint Proxy Statement-Prospectus /Prospectus, the Registration Statement or any Other Filing, Company or Parent, as the case may be, will promptly inform the other of such occurrence and of any requests by cooperate in filing with the SEC for or its staff or any other government officials, and/or mailing to stockholders of Company, such amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the supplement. (b) The Joint Proxy Statement-/Prospectus prior to its being filed with will include the SEC recommendation of the Board of Directors of Company in favor of adoption and shall give HRB approval of this Agreement and its counsel approval of the opportunity to review and comment on all amendments and supplements Merger, except to the extent that the Board of Directors of Company shall have withdrawn or modified its approval of this Agreement or the Merger in accordance with Section 5.4(a)(ii). (c) The Joint Proxy Statement-/Prospectus and all responses will include the recommendation of the Board of Directors of Parent in favor of approval of issuance of shares of Parent Common Stock pursuant to requests for additional information and replies the Merger, except that the Board of Directors of Parent may withdraw, modify or refrain from making such recommendation to comments prior to their being filed withthe extent that such Board determines, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable effortsin good faith, after consultation with the other party heretooutside legal counsel, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement compliance with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus Board's fiduciary duties would require it to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Mergerdo so.

Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG OFC Common Stock to be offered to holders of HRB GCB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HRB GCB Shareholders Meeting and the FNFG OFC Shareholders Meeting, FNFG OFC shall draft and prepare, and HRB GCB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HRB and FNFG GCB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "“Joint Proxy Statement-Prospectus"”). FNFG OFC shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC. Each of FNFG OFC and HRB GCB shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB GCB and FNFG OFC shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its the GCB shareholders. FNFG OFC shall also use its reasonably best efforts to obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB GCB shall furnish all information concerning HRB GCB and the holders of HRB GCB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB GCB shall provide FNFG OFC with any information concerning itself that FNFG OFC may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus, and FNFG OFC shall notify HRB GCB promptly of the receipt of any comments of the SEC with respect to the Joint Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB GCB promptly copies of all correspondence between FNFG OFC or any of their representatives and the SEC. FNFG OFC shall give HRB GCB and its counsel the reasonable opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB GCB and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG OFC and HRB GCB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB GCB Common Stock entitled to vote at the HRB GCB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB GCB and FNFG OFC shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB GCB shall cooperate with FNFG OFC in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG OFC shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG GCB shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG GCB shareholders. If requested by FNFGOFC, HRB GCB shall obtain a "“comfort" ” letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRBGCB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1FORM S-4. For As promptly as practicable after the purposes (x) of registering FNFG Common Stock to be offered to holders of HRB Common Stock in connection with the Merger execution hereof, SCGI and USRealty shall prepare and file with the SEC under proxy materials which shall constitute the Securities Act and Joint Proxy Statement/Prospectus relating to (yi) of holding the HRB Shareholders SCGI Stockholders Meeting and the FNFG Shareholders Meeting, FNFG shall draft and preparevote of the stockholders of SCGI with respect to the SCGI Share Issuance pursuant hereto, and HRB shall cooperate in (ii) the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act USRealty Stockholders Meeting and the Exchange Act, vote of USRealty Stockholders with respect to this Agreement and the rules and regulations thereunder Plan of Liquidation (such proxy statement/prospectus in the form mailed to the HRB and FNFG shareholdersmaterials, together with any and all amendments thereof or supplements thereto, being herein referred in the form delivered to as the stockholders of USRealty and SCGI, the "JOINT PROXY STATEMENT/PROSPECTUS") and SCGI shall prepare and file a registration statement on Form S-4 with respect to the issuance and distribution of the Purchase Price Shares pursuant hereto and the Plan of Liquidation (the "FORM S-4"). The Joint Proxy Statement-Prospectus"). FNFG shall file /Prospectus will be included in and will constitute a part of the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SECForm S-4 as SCGI's prospectus. Each of FNFG SCGI and HRB USRealty shall use their reasonable best efforts (i) to have the Merger Registration Statement Form S-4 declared effective under by the Securities Act SEC as promptly as practicable after such filing, filing with the SEC and each of HRB and FNFG shall thereafter promptly mail to keep the Joint Proxy Statement-Prospectus Form S-4 effective as long as it is necessary to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out consummate the transactions contemplated by this AgreementAgreement (including the Plan of Liquidation), and HRB shall furnish all information concerning HRB and the holders of HRB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of (ii) to have the Joint Proxy Statement-Prospectus/Prospectus cleared by the CSSF. SCGI and USRealty shall, and FNFG shall notify HRB as promptly of as practicable after receipt thereof, provide the receipt other party copies of any written comments and advise the other party of the SEC any oral comments, with respect to the Joint Proxy Statement-/Prospectus or the Form S-4 received from the SEC or the CSSF and shall notify the other of any requests request by the SEC for amendments or supplements to the Form S-4 or the Joint Proxy Statement/Prospectus. SCGI and USRealty shall respond promptly to any amendment comments made by the SEC, the CSSF or supplement thereto any other governmental official with respect to the Joint Proxy Statement/Prospectus or for additional information the Form S-4. SCGI and USRealty shall provide to HRB promptly each supply the other with copies of all correspondence between FNFG such party or any of their its representatives and the SEC, the CSSF or any other Governmental Authority with respect to the Form S-4, the Joint Proxy Statement/Prospectus and the transactions contemplated hereby. FNFG SCGI shall give HRB and its counsel the provide USRealty with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC or the CSSF. SCGI and USRealty shall, to the extent reasonably practicable, each have the opportunity to participate in all communications with the SEC and its staff and the CSSF, including meetings and telephone conferences regarding the Form S-4 and the Joint Proxy Statement-/Prospectus prior and the transactions contemplated therein. Notwithstanding any other provision herein to its being filed with the SEC and shall give HRB and its counsel the opportunity to review and comment on all amendments and supplements contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement-/Prospectus and all responses or the Form S-4 shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, that with respect to requests for additional documents filed by a party which are incorporated by reference in the Form S-4 or Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to information and replies relating to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party heretoor its business, to respond promptly to all such comments financial condition or results of and requests by the SEC and operations. USRealty will use reasonable best efforts to cause the Joint Proxy Statement-/Prospectus and all required amendments and supplements thereto to be mailed to USRealty stockholders of record as of the record date for the USRealty Stockholders Meeting (by registered mail, if an available method), and SCGI will use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to SCGI's stockholders of record as of the record date for the SCGI Stockholders Meeting, in each case as promptly as practicable after the Form S-4 is declared effective under the Securities Act, and sufficiently in advance of the USRealty Stockholders Meeting and SCGI Stockholders Meeting so as to allow USRealty's and SCGI's record stockholders reasonably sufficient time to distribute the Joint Proxy Statement/Prospectus to the beneficial holders of HRB Common Stock the USRealty and SCGI securities entitled to vote at the HRB Shareholders USRealty Stockholders Meeting hereof at and the earliest practicable time. 8.2.3SCGI Stockholders Meeting, respectively. HRB and FNFG shall promptly notify Each party will advise the other party if at party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any time it becomes aware that stop order, the suspension of the qualification of the Purchase Price Shares issuable in connection with the Equity Purchase and the Plan of Liquidation for offering or sale in any jurisdiction, or any request by the SEC or the CSSF for amendment of the Joint Proxy Statement-/Prospectus or the Merger Registration Statement contains Form S-4. If at any untrue statement time prior to the Closing Date any information should be discovered by USRealty or SCGI which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that any of such documents would not include any misstatement of a material fact or omits omit to state a any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In , the party which discovers such eventinformation shall promptly notify the other party hereto and, HRB to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement be promptly filed with the SEC, SEC and each of HRB the CSSF and FNFG shall mail an amended Joint Proxy Statement-Prospectus disseminated to the HRB stockholders of SCGI and USRealty. SCGI will also take such actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under the FNFG shareholders. If requested by FNFG, HRB shall obtain a applicable "comfortblue sky" letter from its independent certified public accountant, dated as laws in connection with the issuance and distribution of the date Purchase Price Shares pursuant hereto and to the Plan of Liquidation. SCGI and USRealty shall share equally all fees and expenses, other than attorneys' and accounting fees and expenses, incurred in relation to the preparation, printing and mailing of the Form S-4 and the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger/Prospectus.

Joint Proxy Statement/Prospectus. 8.2.1. For the purposes (x) of registering FNFG OFC Common Stock to be offered to holders of HRB GCB Common Stock in connection with the Merger with the SEC under the Securities Act and (y) of holding the HRB GCB Shareholders Meeting and the FNFG OFC Shareholders Meeting, FNFG OFC shall draft and prepare, and HRB GCB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HRB and FNFG GCB shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Joint Proxy Statement-Prospectus"). FNFG OFC shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC. Each of FNFG OFC and HRB GCB shall use their reasonable best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB GCB and FNFG OFC shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its the GCB shareholders. FNFG OFC shall also use its reasonably best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB GCB shall furnish all information concerning HRB GCB and the holders of HRB GCB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB GCB shall provide FNFG OFC with any information concerning itself that FNFG OFC may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus, and FNFG OFC shall notify HRB GCB promptly of the receipt of any comments of the SEC with respect to the Joint Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB GCB promptly copies of all correspondence between FNFG OFC or any of their representatives and the SEC. FNFG OFC shall give HRB GCB and its counsel the reasonable opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB GCB and its counsel the reasonable opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG OFC and HRB GCB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB GCB Common Stock entitled to vote at the HRB GCB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB GCB and FNFG OFC shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB GCB shall cooperate with FNFG OFC in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG OFC shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG GCB shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG GCB shareholders. If requested by FNFGOFC, HRB GCB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRBGCB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1Registration ---------------------------------------------- Statement. For --------- (a) As promptly as practical after the purposes (x) execution of registering FNFG Common Stock to be offered to holders of HRB Common Stock in connection with the Merger this Agreement, EFTC and TBF II shall prepare and file with the SEC a joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") and a registration -------------------------------- statement on Form S-4 (the "Registration Statement") in which the Joint Proxy ---------------------- Statement/Prospectus will be included as a prospectus, provided that EFTC and TBF II may delay the filing of the Registration Statement until approval of the Joint Proxy Statement/Prospectus by the SEC. EFTC and TBF II shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical. The Joint Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of EFTC in favor of adoption of this Agreement and the EFTC Merger. (b) EFTC and TBF II shall make all necessary filings with respect to the Merger under the Securities Act and (y) of holding the HRB Shareholders Meeting and the FNFG Shareholders MeetingAct, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, applicable state blue sky laws and the rules and regulations thereunder thereunder. (such proxy statement/prospectus c) The information to be supplied by EFTC for inclusion in the form mailed to the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Joint Proxy Statement-Prospectus"). FNFG shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC. Each of FNFG and HRB shall use their best efforts to have the Merger Registration Statement declared effective pursuant to which shares of Parent Common Stock issued in the Mergers will be registered under the Securities Act as promptly as practicable after such filingAct, and each of HRB and FNFG shall thereafter promptly mail not at the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out time the transactions contemplated by this Agreement, and HRB shall furnish all information concerning HRB and the holders of HRB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus, and FNFG shall notify HRB promptly of the receipt of any comments of the SEC with respect to the Joint Proxy Statement-Prospectus and of any requests Registration Statement is declared effective by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains contain any untrue statement of a material fact or omits omit to state a any material fact required to be stated therein in the Registration Statement or necessary in order to make the statements contained thereinin the Registration Statement, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG The information supplied by EFTC for inclusion in the preparation of a supplement or amendment to such Joint Proxy Statement-/Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement to be sent to the shareholders of EFTC in connection with the SECmeeting of EFTC's shareholders (the "EFTC ---- Shareholders' Meeting") to consider this Agreement and the Mergers shall not, and each of HRB and FNFG shall mail an amended on --------------------- the date the Joint Proxy Statement-/Prospectus is first mailed to shareholders of EFTC at the time of the EFTC Shareholders' Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the HRB and solicitation of proxies for the FNFG shareholdersEFTC Shareholders' Meeting which has become false or misleading. If requested at any time prior to the Effective Time any event relating to EFTC or any of its Affiliates (other than ▇▇▇▇▇▇-▇▇▇▇ or any of its Affiliates), officers or directors should be discovered by FNFGEFTC which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, HRB EFTC shall obtain promptly inform TBF II. (d) The information to be supplied by TBF II for inclusion in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement of a "comfort" letter from material fact or omit to state any material fact required to be stated in the Registration Statement or necessary in order to make the statements in the Registration Statement, in light of the circumstances under which they were made, not misleading. The information to be supplied by TBF II for inclusion in the Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to shareholders of EFTC, at the time of the EFTC Shareholder's Meeting and at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements made in the Joint Proxy Statement/Prospectus not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the EFTC Shareholders' Meeting which has become false or misleading. If at any time prior to the Effective Time any event relating to TBF II or any of its independent certified public accountantAffiliates, officers or directors should be discovered by TBF II which should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, TBF II shall promptly inform EFTC. (e) ▇▇▇▇▇▇ Godward LLP shall provide an opinion addressed to EFTC, dated as of the effective date of the Registration Statement and filed as Exhibit 8.1 thereto, to the effect that (i) the EFTC Merger will be treated as a reorganization described in Section 368(a) of the Code and/or, taken together with the K*TEC Merger, as a transfer of property to Parent described in Section 351 of the Code by holders of TBF II Units and EFTC Common Stock, and (ii) the description in the Joint Proxy Statement-/Prospectus and updated of the material federal income tax consequences of the EFTC Merger is correct in all material respects. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel to TBF II, shall provide an opinion addressed to TBF II, dated as of the effective date of consummation the Registration Statement and filed as Exhibit 8.2 thereto, to the effect that (i) the K*TEC Merger, taken together with the EFTC Merger, will be treated as a transfer of property to Parent described in Section 351 of the MergerCode by holders of TBF II Units and EFTC Common Stock, with respect to certain financial information regarding HRB, and (ii) the description in the Joint Proxy Statement/Prospectus of the material federal income tax consequences of the K*TEC Merger is correct in all material respects. Each of the opinions described herein shall be based on representation letters dated as of the effective date of the Registration Statement and in form and substance that is customary in transactions such as acceptable to the Mergerrendering counsel and executed by EFTC, TBF, TBF II, TBF III and Parent.

Joint Proxy Statement/Prospectus. 8.2.1. For As promptly as practicable after the purposes execution of this Agreement, Park▇▇ ▇▇▇ Superior shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (xi) the solicitation of registering FNFG Common Stock proxies to be offered voted at the Park▇▇ ▇▇▇ckholders' Meeting with respect to holders of HRB Common Stock the Charter Amendment and the Share Issuance and (ii) in connection with the Merger solicitation of proxies to be voted at the Superior Stockholders' Meeting with the SEC under the Securities Act and (y) of holding the HRB Shareholders Meeting respect to this Agreement and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such joint proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, Park▇▇ ▇▇▇ll prepare and all file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being herein referred the "Registration Statement"), containing a Joint Proxy Statement for stockholders of Park▇▇ ▇▇▇ a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the Park▇▇ ▇▇▇mon Stock to as be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior (the "Joint Proxy Statement-/Prospectus"). FNFG shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC. Each of FNFG and HRB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB Park▇▇ ▇▇▇ Superior shall furnish all information concerning HRB it and the holders of HRB Common Stock its capital stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG the other may reasonably request in connection with such actions. Each of Park▇▇ ▇▇▇ Superior will use all reasonable efforts to have or cause the drafting Registration Statement to become effective as promptly as practicable, and preparation shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of Park▇▇ ▇▇▇mon Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) Park▇▇ ▇▇▇ll mail the Joint Proxy Statement-Prospectus, /Prospectus to its stockholders entitled to notice of and FNFG to vote at the Park▇▇ ▇▇▇ckholders' Meeting and (y) Superior shall notify HRB promptly of the receipt of any comments of the SEC with respect to mail the Joint Proxy Statement-/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity stockholders entitled to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments notice of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable timeSuperior Stockholders' Meeting. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1. For As promptly as practicable after the purposes execution of this Agreement, the Parent and the Company shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (xi) the solicitation of registering FNFG Common Stock proxies to be offered voted at the Parent Stockholders' Meeting with respect to holders of HRB Common Stock the Charter Amendment and the Share Issuance and (ii) in connection with the Merger solicitation of proxies to be voted at the Company Stockholders' Meeting with the SEC under the Securities Act and (y) of holding the HRB Shareholders Meeting respect to this Agreement and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such joint proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and all the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any AGREEMENT AND PLAN OF MERGER amendments thereof or supplements thereto, being herein referred the "Registration Statement"), containing a proxy statement for stockholders of the Parent and a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to as be issued pursuant to this Agreement in the Merger to stockholders of the Company (the "Joint Proxy Statement-/Prospectus"). FNFG The Joint Proxy Statement/Prospectus shall file include substantially all the Merger Registration Statement, including information included in the Joint Proxy Statement-Prospectus, with the SECas it shall be then amended. Each of FNFG the Parent Companies and HRB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB Company shall furnish all information concerning HRB it and the holders of HRB Common Stock its capital stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG the other may reasonably request in connection with such actions. Each of the drafting Parent Companies and preparation the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) the Parent shall mail the Joint Proxy Statement-Prospectus, /Prospectus to its stockholders entitled to notice of and FNFG to vote at the Parent's Stockholders' Meeting and (y) the Company shall notify HRB promptly of the receipt of any comments of the SEC with respect to mail the Joint Proxy Statement-/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity stockholders entitled to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments notice of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable timeCompany Stockholders' Meeting. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1. For As promptly as practicable after the purposes execution of this Agreement, the Parent and the Company shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (xi) the solicitation of registering FNFG Common Stock proxies to be offered voted at the Parent Stockholders' Meeting with respect to holders of HRB Common Stock the Charter Amendment and the Share Issuance and (ii) in connection with the Merger solicitation of proxies to be voted at the Company Stockholders' Meeting with the SEC under the Securities Act and (y) of holding the HRB Shareholders Meeting respect to this Agreement and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such joint proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). At such time as the Parent and all the Company deem appropriate, the Parent shall prepare and file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being herein referred the "Registration Statement"), containing a proxy statement for stockholders of the Parent and a proxy statement/prospectus for stockholders of the Company in connection with the registration under the Securities Act of the offering, sale and delivery of the Parent Common Stock to as be issued pursuant to this Agreement in the Merger to stockholders of the Company (the "Joint Proxy Statement-/Prospectus"). FNFG The Joint Proxy Statement/Prospectus shall file include substantially all the Merger Registration Statement, including information included in the Joint Proxy Statement-Prospectus, with the SECas it shall be then amended. Each of FNFG the Parent Companies and HRB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB Company shall furnish all information concerning HRB it and the holders of HRB Common Stock its capital stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG the other may reasonably request in connection with such actions. Each of the drafting Parent Companies and preparation the Company will use all reasonable efforts to have or cause the Registration Statement to become effective as promptly as practicable, and shall take any action required to be taken under any applicable federal or state securities Laws in connection with the issuance of shares of Parent Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) the Parent shall mail the Joint Proxy Statement-Prospectus, /Prospectus to its stockholders entitled to notice of and FNFG to vote at the Parent's Stockholders' Meeting and (y) the Company shall notify HRB promptly of the receipt of any comments of the SEC with respect to mail the Joint Proxy Statement-/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity stockholders entitled to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments notice of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable timeCompany Stockholders' Meeting. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1. For (a) Parent and the purposes (x) Company shall prepare and file with the SEC, as promptly as practicable after the date of registering FNFG Common Stock this Agreement, a joint proxy statement relating to the meeting of Parent’s stockholders to be offered held for the purpose of obtaining the Parent Requisite Vote and the meeting of the Company’s stockholders to holders be held for the purpose of HRB Common Stock obtaining the Company Requisite Vote, in each case, in connection with this Agreement and the Merger with the SEC under the Securities Act and (y) of holding the HRB Shareholders Meeting and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "“Joint Proxy Statement-Prospectus"). FNFG ”) and Parent shall promptly prepare and file with the Merger SEC a registration statement on Form S-4 (the “Registration Statement”), including in which the Joint Proxy Statement-ProspectusStatement will be included as a prospectus, in connection with the SECregistration under the Securities Act of the Parent Common Stock to be issued under this Agreement. Each of FNFG Parent and HRB the Company shall use their its reasonable best efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, filing and each to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of HRB Parent and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB Company shall furnish all information concerning HRB and the holders of HRB Common Stock it as may reasonably be reasonably requested by the other Party in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG may reasonably request in connection with actions and the drafting and preparation of the Registration Statement and the Joint Proxy Statement-Prospectus. Promptly (but in any event no more than five Business Days) after the Registration Statement is declared effective under the Securities Act, Parent and the Company will cause the Joint Proxy Statement to be mailed to their respective stockholders. (b) Each of Parent and the Company shall provide the other parties with copies of any written comments, and FNFG shall notify HRB promptly of the receipt inform such other parties of any comments of oral comments, that Parent receives from the SEC or its staff with respect to the Joint Proxy Statement-Prospectus and Registration Statement promptly after the receipt of any requests by the SEC for any amendment or supplement thereto or for additional information such comments and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and give the SEC. FNFG shall give HRB and its counsel the other parties a reasonable opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all any proposed written or oral responses to requests for additional information and replies to such comments prior to their being responding to the SEC or its staff or and any amendment to the Registration Statement in response thereto prior to filing such amendment. If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law, then (i) such Party shall promptly inform the other Parties and (ii) Parent, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement. Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended or supplemented, to be filed with, or sent toand declared effective by, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1. For (i) As promptly as reasonably practicable after the purposes execution of this Agreement, SPAC, the Acquisition Entities and the Company shall prepare, and PubCo shall file with the SEC, a registration statement on Form F-4 (xas amended or supplemented from time to time, and including the Proxy Statement, the “Joint Proxy Statement/Prospectus”) relating to the SPAC Shareholders’ Meeting (1) to approve and adopt: (A) the Business Combination, this Agreement, the Plan of registering FNFG Common Stock Initial Merger, and the other Transaction Documents, the Mergers and the other Transactions; (B) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Joint Proxy Statement/Prospectus or correspondence related thereto; (C) any other proposals as reasonably agreed by SPAC and the Company to be offered to holders of HRB Common Stock necessary or appropriate in connection with the Merger with transactions contemplated hereby; and (D) adjournment of the SEC SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), collectively, the “Transaction Proposals”) and (2) to register under the Securities Act and (y) of holding the HRB PubCo Ordinary Shares that constitute the Shareholder Merger Consideration payable to the SPAC Shareholders Meeting and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation ofCompany Shareholders. SPAC, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act Acquisition Entities and the Exchange Act, and the rules and regulations thereunder Company each shall use their commercially reasonable efforts to (such proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "Joint Proxy Statement-Prospectus"). FNFG shall file the Merger Registration Statement, including 1) cause the Joint Proxy Statement-/Prospectus when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Joint Proxy Statement/Prospectus, with (3) cause the SEC. Each of FNFG and HRB shall use their best efforts Joint Proxy Statement/Prospectus to have the Merger Registration Statement be declared effective under the Securities Act as promptly as practicable after such filingpracticable, and each of HRB and FNFG shall thereafter promptly mail (4) keep the Joint Proxy Statement-/Prospectus effective as long as is necessary to its shareholdersconsummate the Transactions. FNFG The Company hereby agrees to cover all of the SEC registration fees solely in connection with the filing of the Joint Proxy Statement/Prospectus with the SEC. Prior to the date on which the Joint Proxy Statement/Prospectus is declared effective, the Company, SPAC and PubCo shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of PubCo Ordinary Shares and the PubCo Warrants pursuant to this Agreement. Each of the Company, SPAC and PubCo also agrees to use its best commercially reasonable efforts to obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this AgreementTransactions, and HRB the Company and SPAC shall furnish all information concerning HRB the Company and its Subsidiaries (in the holders case of HRB Common Stock the Company) or SPAC (in the case of SPAC) and any of their respective members or shareholders as may be reasonably requested in connection with any such action. 8.2.2. HRB As promptly as practicable after the Joint Proxy Statement/Prospectus is declared effective, SPAC shall provide FNFG with any mail (or cause to be mailed) the Joint Proxy Statement/Prospectus to the SPAC Shareholders. Each of SPAC, PubCo and the Company shall furnish to the other Parties all information concerning itself that FNFG itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably request necessary or advisable or as may be reasonably requested in connection with the drafting Joint Proxy Statement/Prospectus, or any other statement, filing, notice or application made by or on behalf of SPAC, PubCo, the Company or their respective Affiliates to any regulatory authority (including the Stock Exchange) in connection with the Transactions. (ii) Any filing of, or amendment or supplement to, the Joint Proxy Statement/Prospectus will be mutually prepared and preparation agreed upon by SPAC, PubCo, and the Company. PubCo and the Company will advise SPAC, and SPAC will advise PubCo and the Company, as applicable, promptly after receiving notice thereof, of the time when the Joint Proxy Statement/Prospectus has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PubCo Ordinary Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Joint Proxy Statement-Prospectus/Prospectus or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and FNFG shall notify HRB promptly of provide each other with a reasonable opportunity to provide comments and amendments to any such filing. SPAC, PubCo, and the receipt of Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC or its staff with respect to the Joint Proxy Statement-/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-/Prospectus and all responses to requests for additional information and replies to comments filed in response thereto. (iii) If, at any time prior to their being filed withthe Closing, any event or sent tocircumstance relating to SPAC, the SEC. Each of FNFG and HRB agrees a SPAC Acquisition Entity or its officers or directors, is discovered by SPAC or a SPAC Acquisition Entity which should be set forth in an amendment or a supplement to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable time. 8.2.3. HRB and FNFG /Prospectus, SPAC shall promptly notify inform the other party if Company and PubCo. If, at any time it becomes aware that prior to the Closing, any event or circumstance relating to the Company, a Company Acquisition Entity, or any of their respective Subsidiaries or their respective officers or directors, is discovered by a Company Acquisition Entity or the Company which should be set forth in an amendment or a supplement to the Joint Proxy Statement-Prospectus /Prospectus, the Company, or PubCo, as the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make case may be, shall promptly inform SPAC. Thereafter, SPAC, PubCo and the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB Company shall promptly cooperate with FNFG in the preparation and filing of a an appropriate amendment or supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-/Prospectus describing or correcting such information and updated as of shall promptly file such amendment or supplement with the date of consummation of SEC and, to the Mergerextent required by Law, with respect disseminate such amendment or supplement to certain financial information regarding HRB, in form and substance that is customary in transactions such as the MergerSPAC Shareholders.

Joint Proxy Statement/Prospectus. 8.2.1. For the purposes of (x) of registering FNFG Bridge Bancorp Common Stock to be offered to holders of HRB CNB Common Stock in connection with the Merger with the SEC under the Securities Act and Act, (y) of holding the HRB Shareholders Meeting and the FNFG CNB Shareholders Meeting, FNFG and (z) holding the Bridge Bancorp Shareholders Meeting, Bridge Bancorp shall draft and prepare, and HRB CNB shall cooperate in the preparation of, the Merger Registration Statement, including including, to the extent required by law in the judgment of counsel to either party or otherwise desired by the parties, a combined joint proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such prospectus and joint proxy statement/prospectus , in the form mailed to the HRB CNB and FNFG Bridge Bancorp shareholders, together with any and all amendments or supplements thereto, being herein referred to as the "“Joint Proxy Statement-Prospectus"”). FNFG Bridge Bancorp shall use its best efforts to file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with as promptly a practicable following the SECdate of this Agreement. Each of FNFG Bridge Bancorp and HRB CNB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB CNB and FNFG Bridge Bancorp shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its their respective shareholders. FNFG Bridge Bancorp shall also use its best efforts to obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB CNB shall furnish all information concerning HRB CNB and the holders of HRB CNB Common Stock as may be reasonably requested in connection with any such action. 8.2.2. HRB CNB shall provide FNFG Bridge Bancorp with any information concerning itself that FNFG Bridge Bancorp may reasonably request in connection with the drafting and preparation of the Joint Proxy Statement-Prospectus, and FNFG Bridge Bancorp shall notify HRB CNB promptly of the receipt of any comments of the SEC with respect to the Joint Proxy Statement-Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB CNB promptly copies of all correspondence between FNFG Bridge Bancorp or any of their representatives and the SEC. FNFG Bridge Bancorp shall give HRB CNB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB CNB and its counsel the opportunity to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG Bridge Bancorp and HRB CNB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof their respective shareholders at the earliest practicable time. 8.2.3. HRB CNB and FNFG Bridge Bancorp shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB CNB shall cooperate with FNFG Bridge Bancorp in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG Bridge Bancorp shall file an amended Merger Registration Statement with the SEC, and each of HRB Bridge Bancorp and FNFG CNB shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG their respective shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.

Joint Proxy Statement/Prospectus. 8.2.1. For As promptly as practicable after the purposes execution of this Agreement, ▇▇▇▇▇▇ and Superior shall jointly prepare and file with the Commission a joint proxy statement and forms of proxies in connection with (xi) the solicitation of registering FNFG Common Stock proxies to be offered voted at the ▇▇▇▇▇▇ Stockholders' Meeting with respect to holders of HRB Common Stock the Charter Amendment and the Share Issuance and (ii) in connection with the Merger solicitation of proxies to be voted at the Superior Stockholders' Meeting with the SEC under the Securities Act and (y) of holding the HRB Shareholders Meeting respect to this Agreement and the FNFG Shareholders Meeting, FNFG shall draft and prepare, and HRB shall cooperate in the preparation of, the Merger Registration Statement, including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state securities and banking laws, and of the Securities Act and the Exchange Act, and the rules and regulations thereunder (such joint proxy statement/prospectus in the form mailed to the HRB and FNFG shareholders, together with any amendments thereof or supplements thereto effected prior to the effective date of the Registration Statement, being the "Joint Proxy Statement"). As soon as practicable after the date hereof, ▇▇▇▇▇▇ shall prepare and all file with the Commission a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, being herein referred the "Registration Statement"), containing a Joint Proxy Statement for stockholders of ▇▇▇▇▇▇ and a proxy statement/prospectus for stockholders of Superior in connection with the registration under the Securities Act of the offering, sale and delivery of the ▇▇▇▇▇▇ Common Stock to as be issued pursuant to this Agreement upon consummation of the Merger to stockholders of Superior (the "Joint Proxy Statement-/Prospectus"). FNFG shall file the Merger Registration Statement, including the Joint Proxy Statement-Prospectus, with the SEC. Each of FNFG ▇▇▇▇▇▇ and HRB shall use their best efforts to have the Merger Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and each of HRB and FNFG shall thereafter promptly mail the Joint Proxy Statement-Prospectus to its shareholders. FNFG shall also use its best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement, and HRB Superior shall furnish all information concerning HRB it and the holders of HRB Common Stock its capital stock as may be reasonably requested in connection with any such action. 8.2.2. HRB shall provide FNFG with any information concerning itself that FNFG the other may reasonably request in connection with such actions. Each of ▇▇▇▇▇▇ and Superior will use all reasonable efforts to have or cause the drafting Registration Statement to become effective as promptly as practicable, and preparation shall take any action required to be taken under any applicable federal or state securities laws in connection with the issuance of shares of ▇▇▇▇▇▇ Common Stock in the Merger. As promptly as practicable after the Registration Statement shall have become effective, (x) ▇▇▇▇▇▇ shall mail the Joint Proxy Statement-Prospectus, /Prospectus to its stockholders entitled to notice of and FNFG to vote at the ▇▇▇▇▇▇ Stockholders' Meeting and (y) Superior shall notify HRB promptly of the receipt of any comments of the SEC with respect to mail the Joint Proxy Statement-/Prospectus and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to HRB promptly copies of all correspondence between FNFG or any of their representatives and the SEC. FNFG shall give HRB and its counsel the opportunity to review and comment on the Joint Proxy Statement-Prospectus prior to its being filed with the SEC and shall give HRB and its counsel the opportunity stockholders entitled to review and comment on all amendments and supplements to the Joint Proxy Statement-Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of FNFG and HRB agrees to use all reasonable efforts, after consultation with the other party hereto, to respond promptly to all such comments notice of and requests by the SEC and to cause the Joint Proxy Statement-Prospectus and all required amendments and supplements thereto to be mailed to the holders of HRB Common Stock entitled to vote at the HRB Shareholders Meeting hereof at the earliest practicable timeSuperior Stockholders' Meeting. 8.2.3. HRB and FNFG shall promptly notify the other party if at any time it becomes aware that the Joint Proxy Statement-Prospectus or the Merger Registration Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, HRB shall cooperate with FNFG in the preparation of a supplement or amendment to such Joint Proxy Statement-Prospectus that corrects such misstatement or omission, and FNFG shall file an amended Merger Registration Statement with the SEC, and each of HRB and FNFG shall mail an amended Joint Proxy Statement-Prospectus to the HRB and the FNFG shareholders. If requested by FNFG, HRB shall obtain a "comfort" letter from its independent certified public accountant, dated as of the date of the Joint Proxy Statement-Prospectus and updated as of the date of consummation of the Merger, with respect to certain financial information regarding HRB, in form and substance that is customary in transactions such as the Merger.