Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, (a) the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectively.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, (a) the Parent and the Company and the Parent shall jointly prepare and file with the SEC a single document that will constitute (with appropriate requests for confidential treatmenti) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders statement of the Company relating to the special meeting of the Company's stockholders (the "COMPANY STOCKHOLDERS MEETING") to be held to consider approval and adoption of this Agreement and the shareholders Merger and the special meeting of the Parent's stockholders (the "PARENT STOCKHOLDERS MEETING") to be held to consider approval of the issuance of the shares of Parent Common Stock in the Merger and (ii) the registration statement on Form S- 4 of the Parent (together with all amendments thereto, the "PROXY REGISTRATION STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus), in connection with the registration under the Securities Act of the Parent Shares Common Stock to be issued and distributed to the Unitholders stockholders of the Company in connection with the Merger and the General Partner prospectus included in the Registration Statement (such single document, together with any amendments thereof or supplements thereto, the "PROXY STATEMENT"). The Parent and the Company each shall use its reasonable best efforts to cause the Registration Statement to become effective as promptly as practicable, and, prior to the effective date of the Registration Statement (the "REGISTRATION STATEMENT EFFECTIVE DATE"), the Parent shall take all or any action required under any applicable Law in connection with the issuance of Parent Common Stock pursuant to the Merger. The Parent and or the Company will cause Company, as the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Actcase may be, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with furnish all information concerning it and its affiliates, directors, officers and stockholders the Parent or the Company as the other party may reasonably request in connection with such actions and the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effectiveEffective Date, the proxy statements and prospectus included in the Proxy Statement (collectively, the "PROXY MATERIALS") will be mailed to the stockholders of the Company and of the Parent. The Parent and the Company shall cause the Proxy Statement to be mailed comply as to form and substance in all material respects with the Unitholders applicable requirements of (i) the Exchange Act, including Sections 14(a) and 14(d) thereof and the shareholders respective regulations promulgated thereunder, (ii) the Securities Act, (iii) the rules and regulations of the Parent, respectivelyNASDAQ/NMS and (iv) the GCL.

Proxy Statement; Registration Statement. As Parent and the Company shall, as promptly as reasonably practicable after following the execution date of this Agreement, (a) the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy statement relating to the meetings of the Company’s stockholders and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form “Joint Proxy Statement”) and a registration statement on Form S-4 (together with any amendments or forms delivered to the Unitholders of the Company and the shareholders of the Parentsupplements thereto, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement“Form S-4”), in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall, upon the reasonable request by the Other Party, furnish to the Other Party all information as may be reasonably necessary or advisable in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Joint Proxy Statement to comply in all material respects with or the Securities Act, the Exchange Act and the rules and regulations thereunderForm S-4. Each of the Parent and the Company shall use all commercially its reasonable best efforts to have or cause the Registration Statement to become Form S-4 declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as reasonably practicable thereafter, after such filing and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with to keep the issuance of shares of Parent Shares pursuant Form S-4 effective as long as necessary to consummate the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made transactions contemplated by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto)this Agreement. Each of the Parties shall mail or deliver the Joint Proxy Statement to its respective stockholders as promptly as reasonably practicable after the Form S-4 has been declared effective under the Securities Act. Parent may file the opinion described in Section 7.2(c), and the Company may file the opinion described in Section 7.3(c), in each case with the SEC by post-effective amendment to the Form S-4. Parent shall also use its reasonable 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 the Company shall furnish all information concerning it and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each of Parent and the Company shall, as promptly as reasonably practicable after receipt thereof, provide the Other Party copies of any written comments and advise the Other Party of any oral comments, with respect to the Joint Proxy Statement and/or the Form S-4 received from the SEC. Each Party shall cause its respective representatives toalso advise the Other Party, cooperate fully with as promptly as reasonably practicable after receipt of notice thereof, of the other such party with all information concerning it and its affiliatestime when the Form S-4 has become effective, directorsthe issuance of any stop order, officers and stockholders as or the other may reasonably request suspensions of the qualification of the Parent Common Stock issuable in connection with the preparation of Merger for offering or sale in any jurisdiction. The Parties shall cooperate and provide the Other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement and the Registration StatementForm S-4 prior to filing such with the SEC and will provide the Other Party with a copy of all such filings with the SEC to the extent not otherwise publicly available. The If at any time prior to the Effective Time, Parent or the Company has Knowledge of any information relating to Parent or the Company, or any of their respective officers, directors or other Affiliates, which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement shall so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the determination and recommendation statements therein, in light of the (a) Board circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the Other Party and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be filed as promptly as reasonably practicable with the SEC and, to the extent required under applicable Law, disseminated to the stockholders of Directors of the General Partner Parent and the Special Committee and Company. Notwithstanding anything contained in this Agreement to the contrary, no amendment or supplement (bincluding by incorporation by reference) to the Board Joint Proxy Statement or the Form S-4 shall be made without the approval of Directors of the Parent, that the Unitholders both Parent and the shareholders of the ParentCompany, respectivelywhich approval shall not be unreasonably withheld, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may bedelayed or conditioned; provided, however, that the Board of Directors of Company, in connection with a Change in Company Recommendation, and Parent, in connection with a Change in Parent Recommendation, may amend or supplement the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Joint Proxy Statement and/or the Form S-4 (including by incorporation by reference) pursuant to be mailed a Qualifying Amendment to the Unitholders effect such a change, and the shareholders in such event, this right of the Parent, respectively.approval shall apply only

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act Act, a joint proxy statement/prospectus (the "Proxy Statement") with respect to the Special Meeting, including a registration statement, together with all amendments and a supplements thereto, if any (the "Registration Statement"), on an appropriate form for the purpose of a proxy registering under the Securities Act the offering, sale, and delivery of Parent Common Stock (such proxy statement/prospectus as hereinafter defined), together with preferred share purchase rights issuable pursuant to Parent's Amended and Restated Rights Agreement dated as of December 12, 1994 (the "Rights"), to be issued to the stockholders of the Company pursuant to the Merger. Parent and the Company shall use all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof. Parent or joint proxy statement/prospectusthe Company, as the case may be, together with shall notify the other promptly of the receipt of any comments on, or any requests for amendments thereof or supplements theretoto, in the Proxy Statement or the Registration Statement by the SEC, and each case in shall supply the form or forms delivered to other with copies of all correspondence between it and its representatives, on the Unitholders of the Company one hand, and the shareholders SEC or members of its staff, on the Parentother, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act Proxy Statement or the Registration Statement. Parent or the Company, in which as the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable effortscase may be, after consultation with and the other such partyconsent of the other, shall use its reasonable best efforts to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and or the Registration Statement. The Company shall obtain the approval of Parent, and Parent shall obtain the approval of the Company, before making any filings with the SEC pertaining to the Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement or any matter pertaining to be mailed to the Unitholders and the shareholders of the Parent, respectivelythis Agreement.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, and in any event within thirty (a30) days of the date of the Agreement, the Company will prepare the Proxy Statement, and the Parent shall will prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, Statement in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in connection the reasonable 42 judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Registration Statement pursuant to this Section 5.5, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the registration under other’s counsel and auditors in the Securities Act preparation of the Parent Shares to be issued and distributed to the Unitholders Proxy Statement and the General Partner pursuant to the MergerRegistration Statement. The Each of Parent and the Company will cause respond to any comments from the Registration Statement SEC, and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall will use all commercially reasonable efforts to have or cause the Registration Statement to become be declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafter, (but in no event prior to such time as all waiting periods (and shall take any extensions thereof) under the HSR Act and all actions required under any other applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant Laws relating to the Merger. Without limiting the generality of the foregoing, each of the Parent transactions contemplated hereby expire or terminate early and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made objections raised by the SEC any Governmental Entity with respect to the Proxy Statement (including each preliminary version thereof) transactions contemplated hereby have been resolved), and to keep the Registration Statement (including each amendment thereof and supplement thereto). Each of effective as long as is necessary to consummate the Parent Mergers and the Company shall, and transactions contemplated hereby. Parent shall cause its respective representatives to, cooperate fully with the other such party with furnish all information concerning it and the holders of its affiliates, directors, officers and stockholders capital stock as the other Company may reasonably request in connection with the preparation of the Proxy Statement. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Effective Time, any event or circumstance relating to the Company, or any of its officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement shall include or the determination and recommendation of Registration Statement. Except in connection with the (a) withdrawal or modification by the Company Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors its approvals or recommendations of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, Merger or the transactions contemplated hereby and thereby other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.8 of this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other party, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the Proxy Statement or Registration Statement to the extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a-9 under the Exchange Act or Section 11 or Section 12 of the Securities Act). The Company and Parent each will advise the other promptly after it receives notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, the suspension of the qualification of the Parent Shares Common Stock issuable in connection with the MergerMerger for offering or sale in any jurisdiction, as or any request by the case may be; provided, however, that the Board of Directors SEC for amendment of the General Partner and the Special Committee may withdraw, modify Proxy Statement or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, or comments thereon and responses thereto or requests by the Company and SEC for additional information. Each of the Parent parties hereto shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the ParentExchange Act, respectively(ii) the Securities Act, and (iii) the rules and regulations of Nasdaq and the NYSE.

Proxy Statement; Registration Statement. As Parent and the Company shall, as promptly as reasonably practicable after following the execution date of this Agreement, (a) the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy statement relating to the meetings of the Company’s stockholders and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form “Joint Proxy Statement”) and a registration statement on Form S-4 (together with any amendments or forms delivered to the Unitholders of the Company and the shareholders of the Parentsupplements thereto, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement“Form S-4”), in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall, upon the reasonable request by the Other Party, furnish to the Other Party all information as may be reasonably necessary or advisable in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Joint Proxy Statement to comply in all material respects with or the Securities Act, the Exchange Act and the rules and regulations thereunderForm S-4. Each of the Parent and the Company shall use all commercially its reasonable best efforts to have or cause the Registration Statement to become Form S-4 declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as reasonably practicable thereafter, after such filing and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with to keep the issuance of shares of Parent Shares pursuant Form S-4 effective as long as necessary to consummate the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made transactions contemplated by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto)this Agreement. Each of the Parties shall mail or deliver the Joint Proxy Statement to its respective stockholders as promptly as reasonably practicable after the Form S-4 has been declared effective under the Securities Act. Parent shall also use its reasonable 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 the Company shall furnish all information concerning it and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each of Parent and the Company shall, as promptly as reasonably practicable after receipt thereof, provide the Other Party copies of any written comments and advise the Other Party of any oral comments, with respect to the Joint Proxy Statement and/or the Form S-4 received from the SEC. Each Party shall cause its respective representatives toalso advise the Other Party, cooperate fully with as promptly as reasonably practicable after receipt of notice thereof, of the other such party with all information concerning it and its affiliatestime when the Form S-4 has become effective, directorsthe issuance of any stop order, officers and stockholders as or the other may reasonably request suspensions of the qualification of the Parent Common Stock issuable in connection with the preparation of Merger for offering or sale in any jurisdiction. The Parties shall cooperate and provide the Other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement and the Registration StatementForm S-4 prior to filing such with the SEC and will provide the Other Party with a copy of all such filings with the SEC to the extent not otherwise publicly available. The If at any time prior to the Effective Time, Parent or the Company has Knowledge of any information relating to Parent or the Company, or any of their respective officers, directors or other Affiliates, which should be set forth in an amendment or supplement to the Form S-4 or the Joint Proxy Statement shall so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the determination and recommendation statements therein, in light of the (a) Board circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify the Other Party and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be filed as promptly as reasonably practicable with the SEC and, to the extent required under applicable Law, disseminated to the stockholders of Directors of the General Partner Parent and the Special Committee and Company. Notwithstanding anything contained in this Agreement to the contrary, no amendment or supplement (bincluding by incorporation by reference) to the Board Joint Proxy Statement or the Form S-4 shall be made without the approval of Directors of the Parent, that the Unitholders both Parent and the shareholders of the ParentCompany, respectivelywhich approval shall not be unreasonably withheld, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may bedelayed or conditioned; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdrawCompany, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendationconnection with a Company Adverse Recommendation Change, or the failure Parent, in connection with a Parent Adverse Recommendation Change, may amend or supplement the Joint Proxy Statement and/or the Form S-4 (including by incorporation by reference) pursuant to so withdrawa Qualifying Amendment to effect such a change, modify and in such event, this right of approval shall apply only with respect to information relating to the Other Party or change its recommendationbusiness, financial condition or results of operations, and shall be subject to the right of each Party to have its Board’s deliberations and conclusions be accurately described. A “Qualifying Amendment” means an amendment or supplement to the Joint Proxy Statement or the failure Form S-4 (including by incorporation by reference) to recommend any other offer the extent that it contains (a) a Company Adverse Recommendation Change or proposala Parent Adverse Recommendation Change, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after (b) a statement of the Registration Statement shall have become effective, reasons of the Company Board or Parent Board (as the case may be) for making such Company Adverse Recommendation Change or Parent Adverse Recommendation Change, and the Parent shall cause the Proxy Statement to be mailed (c) additional information reasonably related to the Unitholders and the shareholders of the Parent, respectivelyforegoing.

Proxy Statement; Registration Statement. As Parent and the Company shall, as promptly as reasonably practicable after following the execution date of this Agreement, (a) the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy statement relating to the meetings of the Company’s stockholders and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated by this Agreement (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form “Joint Proxy Statement”) and a registration statement on Form S-4 (together with any amendments or forms delivered to the Unitholders of the Company and the shareholders of the Parentsupplements thereto, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement“Form S-4”), in which the Joint Proxy Statement will be included as a prospectus. Each of Parent and the Company shall, upon the reasonable request by the Other Party, furnish to the Other Party all information as may be reasonably necessary or advisable in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Joint Proxy Statement to comply in all material respects with or the Securities Act, the Exchange Act and the rules and regulations thereunderForm S-4. Each of the Parent and the Company shall use all commercially its reasonable best efforts to have or cause the Registration Statement to become Form S-4 declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as reasonably practicable thereafter, after such filing and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with to keep the issuance of shares of Parent Shares pursuant Form S-4 effective as long as necessary to consummate the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made transactions contemplated by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto)this Agreement. Each of the Parties shall mail or deliver the Joint Proxy Statement to its respective stockholders as promptly as reasonably practicable after the Form S-4 has been declared effective under the Securities Act. Parent may file the opinion described in Section 7.2(d), and the Company may file the opinion described in Section 7.3(d), in each case with the SEC by post-effective amendment to the Form S-4. Parent shall also use its reasonable 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 the Company shall furnish all information concerning it and the holders of Company Common Stock as may be reasonably requested in connection with any such action. Each of Parent and the Company shall, as promptly as reasonably practicable after receipt thereof, provide the Other Party copies of any written comments and advise the Other Party of any oral comments, with respect to the Joint Proxy Statement and/or the Form S-4 received from the SEC. Each Party shall cause its respective representatives toalso advise the Other Party, cooperate fully with as promptly as reasonably practicable after receipt of notice thereof, of the other such party with all information concerning it and its affiliatestime when the Form S-4 has become effective, directorsthe issuance of any stop order, officers and stockholders as or the other may reasonably request suspensions of the qualification of the Parent Common Stock issuable in connection with the preparation of Merger for offering or sale in any jurisdiction. The Parties shall cooperate and provide the Other Party with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure Form S-4 prior to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectively.filing such

Proxy Statement; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, (ax) SPAC and the Company shall jointly prepare and the Company shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company and the Parent shall prepare (with SPAC’s reasonable cooperation) and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Parent Class A Ordinary Shares to be issued in exchange for the issued and distributed outstanding SPAC Class A Shares. Subject to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities ActSchedule 8.02, the Exchange Act and the rules and regulations thereunder. Each each of the Parent SPAC and the Company shall use all commercially its reasonable best efforts to have or cause the Registration Statement to become effective (Statement, including clearing the Proxy Statement Statement/Prospectus, to comply with the rules and regulations promulgated by the SEC) , to have the Registration Statement declared effective under the Securities Act as promptly as practicable thereafterafter such filing and to keep the Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Transactions, and SPAC shall take any furnish all information concerning itself and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws its equityholders as may be reasonably requested in connection with the issuance any such action. Each of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent SPAC and the Company agrees to use all commercially reasonable efforts, after consultation with furnish to the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) Party and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with Representatives all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, shareholders, and stockholders other equityholders and information regarding such other matters as the other may be reasonably request necessary or advisable or as may be reasonably requested in connection with the preparation of Registration Statement, including the Proxy Statement and Statement/Prospectus, a Current Report on Form 6-K pursuant to the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares Exchange Act in connection with the MergerTransactions, as or any other statement, filing, notice or application made by or on behalf of SPAC or the case may be; provided, however, that Company to any regulatory authority (including the Board of Directors of NYSE) in connection with the General Partner Mergers and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon Transactions (the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law“Transaction Filings”). As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall SPAC will cause the Proxy Statement to be mailed to the Unitholders and SPAC Shareholders as promptly as practicable after the shareholders of Registration Statement is declared effective under the Parent, respectivelySecurities Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, (ai) the Company and the Parent Bullion shall prepare and file with the SEC the proxy statement to be sent to the shareholders of Bullion relating to the meeting of Bullion’s shareholders (with the “Shareholders’ Meeting”) to be held to consider approval and adoption of this Agreement, the Merger, or any information statement to be sent to such shareholders, as appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement or information statement/prospectus or joint proxy statement/prospectus, as amended or supplemented, being referred to herein as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT"“Proxy Statement”) relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (bii) the Parent Eurasian shall prepare and file with the SEC under a registration statement on Form F-4 (together with all amendments thereto, the Securities Act the “Registration Statement, ”) in which the Proxy Statement will shall be included as a proxy statement/prospectus, in connection with the registration under the Securities Act of the Parent Eurasian Shares to be issued and distributed to the Unitholders and the General Partner shareholders of Bullion pursuant to the Merger. The Parent Each of Bullion and Eurasian shall cooperate with each other and promptly respond to any comments from the Company will cause SEC or the Registration Statement and staff of the SEC on the Proxy Statement to comply in all material respects with or the Securities Act, the Exchange Act Registration Statement. Eurasian and the rules and regulations thereunder. Each of the Parent and the Company Bullion each shall use all commercially their reasonable best efforts to have or cause the Registration Statement to become be declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter such filing and keep the Registration Statement effective for so long as necessary to consummate the Merger, and and, prior to the effectiveness of the Registration Statement, Eurasian shall take all or any and all actions action required under any applicable U.S. federal or 65 56 state securities Laws or "blue sky" laws Canadian provincial or territorial securities Laws in connection with the issuance of shares of Parent Eurasian Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent Merger and the Company agrees to use all commercially reasonable efforts, after consultation in connection with the other such partypreparation, to respond as promptly as possible to any comments made by the SEC with respect to filing and mailing of the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement any documents ancillary thereto). Each of the Parent Eurasian and the Company shall, and Bullion shall cause its respective representatives to, cooperate fully with furnish to the other such party with all information concerning it and its affiliates, directors, officers and stockholders business as the other party may reasonably request in connection with such actions and the preparation of the Proxy Registration Statement and the Registration Proxy Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become been declared effective, the Company and the Parent Bullion shall cause use its reasonable best efforts to mail the Proxy Statement to be mailed its shareholders. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC for amendments or supplements of the Proxy Statement or the Registration Statement or for additional information and shall supply each other with copies of all correspondence between it, on the one hand, and the SEC or the staff of the SEC on the other hand, with respect to the Unitholders and Proxy Statement, the shareholders of Registration Statement or the Parent, respectivelyMerger.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company and the Parent CBSI shall prepare and file the Registration Statement with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus SEC, and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case Xxxxxx shall cooperate in the form or forms delivered to the Unitholders preparation of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement Statement/Prospectus to be mailed to the Unitholders and the shareholders of Xxxxxx in connection with obtaining their approval of this Agreement. CBSI will advise Xxxxxx, promptly after it receives notice thereof, of the Parenttime when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, respectivelyof the issuance of any stop order, of the suspension of qualification of the CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. If, at any time prior to the Effective Time, any event or circumstance relating to a party to this Agreement, or its directors, officers or shareholders who have filed a Schedule 13D under the Exchange Act, shall be discovered by such party that pursuant to the Securities Act or the Exchange Act should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement/Prospectus included therein, such party shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, prior to the Effective Time.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company and the Parent CBSI shall prepare and file the Registration Statement with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus SEC, and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case GNBC shall cooperate in the form or forms delivered to the Unitholders preparation of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement Statement/Prospectus to be mailed to the Unitholders and the shareholders of GNBC in connection with obtaining their approval of this Agreement. CBSI shall provide, before filing with the ParentSEC the Registration Statement or any amendment thereto, respectivelya reasonable opportunity to GNBC and its counsel to review and comment thereon. CBSI will advise GNBC, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. If, at any time prior to the Effective Time, any event or circumstance relating to a party to this Agreement, or its directors, officers or 5% or greater shareholders, shall be discovered by such party that pursuant to the Securities Act or the Exchange Act should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement/Prospectus included therein, such party shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, prior to the Effective Time.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, (ai) Parent and the Company shall prepare, and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under a proxy statement/prospectus (as amended or supplemented, the Securities Act “Proxy Statement”) to be sent to the stockholders of Parent relating to the special meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider approval and adoption of (A) this Agreement and the Transactions, (B) the issuance of Parent Class A Common Stock as contemplated by this Agreement, (C) the Second Amended & Restated Parent Certificate of Incorporation (and such proposal, including any separate or unbundled proposals as are required to implement the foregoing, collectively, the “Unbundling Precatory Proposals”), (D) the approval and adoption of the Stock Incentive Plan (as defined below) and (E) any other proposals the Parties deem necessary to effectuate the Transactions (collectively, the “Parent Proposals”) and (ii) Parent and the Company shall prepare, and Parent shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement, ”) in which the Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Shares Class A Common Stock to be issued and distributed to the Unitholders Company Holders pursuant to this Agreement. The Company shall promptly furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the General Partner pursuant to preparation of the MergerProxy Statement and Registration Statement. The Parent and the Company will each shall use their reasonable best efforts to (i) cause the Registration Statement and the Proxy Statement and Registration Statement when filed with the SEC to comply in all material respects with the Securities Actall legal requirements applicable thereto, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SECii) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible reasonably practicable to any and resolve all comments made by received from the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy , (iii) cause the Registration Statement shall include to be declared effective under the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, Securities Act as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after and (iv) to keep the Registration Statement shall have become effective, effective as long as is necessary to consummate the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectivelyTransactions.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company and the Parent CBSI shall prepare and file the Registration Statement with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus SEC, and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case Oneida shall cooperate in the form or forms delivered to the Unitholders preparation of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement Statement/Prospectus to be mailed to the Unitholders and the shareholders of Oneida in connection with obtaining their approval of this Agreement. CBSI will advise Oneida, promptly after it receives notice thereof, of the Parenttime when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, respectivelyof the issuance of any stop order, of the suspension of qualification of the CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. If, at any time prior to the Effective Time, any event or circumstance relating to a party to this Agreement, or its directors, officers or 5% or greater shareholders, shall be discovered by such party that pursuant to the Securities Act or the Exchange Act should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement/Prospectus included therein, such party shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, prior to the Effective Time.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution and delivery of this AgreementAgreement and delivery of the PCAOB Financials, (ai) Holdco, the Company and the Parent SPAC shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent Holdco shall file with the SEC under the Securities Act proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the SPAC Shareholders relating to the general meeting of SPAC (the “SPAC Shareholders’ Meeting”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the SPAC Shareholders’ Meeting and providing the SPAC Shareholders an opportunity in accordance with the SPAC Organizational Documents to have their SPAC Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Proposals and (ii) Holdco, the Company and SPAC shall prepare and Holdco shall file (and the Company and SPAC shall cause Holdco to file) with the SEC a registration statement on Form F-4 or such other applicable form as the Company and SPAC may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement Statement/Prospectus will be included as a prospectusincluded, in connection with the registration under the Securities Act of the Parent Holdco Ordinary Shares and Holdco Warrants to be issued and distributed to the Unitholders and the General Partner pursuant to in the Merger. The Parent and the Company will Each Party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement Statement/Prospectus to comply in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations thereunder. Each promulgated by the SEC, including providing any necessary opinions of the Parent and the Company shall use all commercially reasonable efforts counsel, to have or cause the Registration Statement to become declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter such filing, and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each of Holdco, the Company and SPAC shall take any and furnish all actions required under any applicable federal or 65 56 state securities or "blue sky" laws information as may be reasonably requested by the other Parties in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent any such action and the Company agrees to use all commercially reasonable effortspreparation, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) filing and distribution of the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be/Prospectus; provided, however, that no Party shall use any such information for any purposes other than those contemplated by this Agreement unless such Party obtains the Board of Directors prior written consent of the General Partner other. SPAC also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement Company shall have become effective, furnish all information concerning the Company and the Parent shall cause Company Subsidiaries as may be reasonably requested in connection with any such action; provided that, without the Proxy Statement to be mailed to the Unitholders and the shareholders prior written consent of the ParentCompany, respectively.SPAC shall not use any such information for any purposes other than to obtain necessary state securities law or “Blue Sky” permits and approvals. 63

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this AgreementAgreement and delivery of the PCAOB Financials, (ai) Holdco, the Company and the Parent SPAC shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent Holdco shall file with the SEC under the Securities Act proxy statement/prospectus (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”) to be sent to the SPAC Stockholders relating to the meeting of SPAC Stockholders (the “SPAC Stockholders Meeting”) for the purpose of soliciting proxies from SPAC Stockholders for the matters to be acted upon at the SPAC Stockholders’ Meeting and providing the public stockholders an opportunity in accordance with SPAC Organizational Documents to have their shares of SPAC Common Stock redeemed (the “Redemption”) in conjunction with the stockholder vote on the SPAC Proposals and (ii) Holdco, the Company and SPAC shall prepare and Holdco shall file (and the Company and SPAC shall cause Holdco to file) with the SEC a registration statement on Form F-4 or such other applicable form as the Company and SPAC may agree (as amended or supplemented from time to time, the “Registration Statement”), in which the Proxy Statement Statement/Prospectus will be included as a prospectusincluded, in connection with the registration under the Securities Act of the Parent Holdco Ordinary Shares and Holdco Warrants to be issued and distributed to the Unitholders and the General Partner pursuant to in the Merger. The Parent and the Company will Each Party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement Statement/Prospectus to comply in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations thereunder. Each promulgated by the SEC, including providing any necessary opinions of the Parent and the Company shall use all commercially reasonable efforts counsel, to have or cause the Registration Statement to become declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter such filing, and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each of Holdco, the Company and SPAC shall take any and furnish all actions required under any applicable federal or 65 56 state securities or "blue sky" laws information as may be reasonably requested by the others in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent any such action and the Company agrees to use all commercially reasonable effortspreparation, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) filing and distribution of the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be/Prospectus; provided, however, that no Party shall use any such information for any purposes other than those contemplated by this Agreement unless such party obtains the Board of Directors prior written consent of the General Partner other. SPAC also agrees to use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Transactions, and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement Company shall have become effective, furnish all information concerning the Company and the Parent shall cause Company Subsidiaries as may be reasonably requested in connection with any such action; provided that, without the Proxy Statement to be mailed to the Unitholders and the shareholders prior written consent of the ParentCompany, respectivelySPAC shall not use any such information for any purposes other than to obtain necessary state securities law or “Blue Sky” permits and approvals.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution delivery of this Agreementthe PCAOB Audited Financials by the Company to Parent, (ai) Parent and the Company shall prepare and file with the SEC a joint consent solicitation/proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to Parent Stockholders soliciting proxies in favor of the Parent Proposals from such stockholders in connection with the special meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider approval and adoption of (A) this Agreement and the Transactions and any separate or unbundled proposals as are required to implement the foregoing, (B) the Company issuance of New Parent Common Stock as contemplated by this Agreement and the Subscription Agreements, (C) the Parent Second Amended and Restated Certificate of Incorporation, (D) the Stock Incentive Plan and the ESPP, (E) the appointment of the directors of Parent in accordance with Section 2.05(b), (F) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto and (G) any other proposals the parties hereto deem necessary or appropriate to effectuate the Transactions (collectively, the “Parent Proposals”) and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any all amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the “Registration Statement, ”) in which the Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of (A) the shares of New Parent Shares Common Stock constituting the Aggregate Stock Consideration to be issued and distributed to the Unitholders Company Members pursuant to this Agreement (other than the Key Company Members) and (B) the shares of New Parent Common Stock issuable upon exercise of the Exchanged Options or upon settlement of the Exchanged Units. The Company shall furnish all information concerning the Company as Parent may reasonably request in connection with such actions and the General Partner pursuant to preparation of the MergerProxy Statement and Registration Statement. The Parent and the Company will each shall use their reasonable best efforts to (1) cause the Registration Statement and when filed with the Proxy Statement SEC to comply in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the Securities Act, SEC concerning the Exchange Act Proxy Statement and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or Registration Statement, (3) cause the Registration Statement to become be declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter filing with the SEC and (4) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Registration Statement, and Parent shall take all or any and all actions action required under any applicable federal or 65 56 state securities or "blue sky" laws Laws in connection with the issuance of shares of New Parent Shares pursuant Common Stock, the Exchanged Options and or Exchanged Units, in each case to be issued or issuable to the Merger. Without limiting the generality of the foregoing, each of the Parent Blocker Member and the Company agrees Members pursuant to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the effective time of the Registration Statement, Parent shall mail the Proxy Statement to the Parent Stockholders and the Company shall mail the Proxy Statement to the Company Members. Each of Parent and the Company shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. If, in connection with the preparation and filing of the Proxy Statement and Registration Statement, the SEC requires that a tax opinion or opinions be prepared and submitted by the respective tax counsel of the Company and/or Parent with respect to the Company Mergers (each, a “Company Merger Tax Opinion”) and/or with respect to the Blocker Mergers (each, a “Blocker Merger Tax Opinion”), (a) Parent, the Blocker, Blocker Member and the Company shall deliver to Gxxxxxxxx Txxxxxx, LLP and Pxxx Xxxxxxxx LLP, respectively, customary Tax representation letters satisfactory to its tax counsel, dated and executed as of the date the Proxy Statement and Registration Statement shall have become effective, been declared effective by the Company SEC and such other date(s) as determined reasonably necessary by such tax counsel in connection with the Parent shall cause preparation and filing of the Proxy Statement and Registration Statement, and (b) the Company and/or Parent, as applicable, shall cause its respective tax counsel to render a Company Merger Tax Opinion and (c) the Company and/or Parent, as applicable, shall cause its respective tax counsel to render a Blocker Merger Tax Opinion; provided, however, that notwithstanding anything to the contrary herein, none of Parent, Blocker Member, the Blocker or the Company shall be required to furnish, or caused to be mailed to furnished by its respective tax counsel, any opinion regarding the Unitholders qualification of the Blocker Mergers as a “reorganization” within the meaning of Section 368(a) of the Code and the shareholders of the Parent, respectivelyTreasury Regulations thereunder.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, (a) As soon as reasonably practicable following a Change in Structure Event, each of the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus Proxy Statement in preliminary form and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall prepare and file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares any amendments necessary to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and to reflect the Proxy Statement to comply Change in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunderStructure Event. Each of the Company, Parent and the Company Merger Sub shall use all commercially their reasonable best efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible practicable to any comments made of the SEC or its staff with respect thereto. Each of Parent and Merger Sub shall use their reasonable best efforts to have the Registration Statement as so amended declared effective under the Securities Act as promptly as practicable following the filing thereof. The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC with respect to as promptly as practicable following the Proxy Statement (including each preliminary version filing thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request Following a Change in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the MergerEvent Structure, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause distribute the Proxy Statement to be mailed its stockholders. The Company and Parent shall notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Unitholders Registration Statement or Proxy Statement or for additional information and shall supply the other with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the shareholders SEC or its staff, on the other hand, with respect to the Proxy Statement and between Parent or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Registration Statement. Parent and the Company shall cooperate with each other and provide to each other all information necessary in order to prepare the Registration Statement and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its Subsidiaries or with respect to other information supplied by the Company for inclusion in the Registration Statement or the Proxy Statement or (ii) any event with respect to Parent or any of its subsidiaries or with respect to information supplied by Parent for inclusion in the Registration Statement or the Proxy Statement, in either case, which event is required to be described in an amendment of, or a supplement to, the Registration Statement or the Proxy Statement, such event shall be so described and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the ParentCompany. No filing of, respectivelyor amendment or supplement to, the Registration Statement or the Proxy Statement (other than Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) will be made by Parent or the Company without providing the other party the opportunity to review and comment thereon.

Proxy Statement; Registration Statement. (i) As promptly as practicable after the execution of this AgreementAgreement and receipt by SPAC of the Additional Financial Statements, (ax) SPAC and the Company shall jointly prepare and SPAC shall file with the SEC a proxy statement to be filed with the SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) SPAC and the Parent Company shall jointly prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunderRegistrable Securities. Each of the Parent SPAC and the Company shall use all commercially its reasonable best efforts to have or cause the Registration Statement to become effective (Statement, including clearing the Proxy Statement Statement/Prospectus, to comply with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality requirements of the foregoing, each of Securities Act and Exchange Act and rules and regulations promulgated by the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such partySEC, to respond as promptly as possible reasonably practicable to any and resolve all comments made by received from the SEC with respect to concerning the Proxy Statement (including each preliminary version thereof) and or the Registration Statement, to have the Registration Statement (declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement, including each amendment thereof the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and supplement thereto)approvals required to carry out the Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of the Parent SPAC and the Company shall, and shall cause its respective representatives to, cooperate fully with agrees to furnish to the other such party with Party and its Representatives all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, shareholders, and stockholders other equityholders and information regarding such other matters as the other may be reasonably request necessary or advisable or as may be reasonably requested in connection with the preparation of Registration Statement, including the Proxy Statement and Statement/Prospectus, a current report on Form 8-K pursuant to the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares Exchange Act in connection with the MergerTransactions, as or any other statement, filing, notice or application made by or on behalf of SPAC or the case may be; provided, however, that Company to the Board of Directors of SEC or the General Partner Nasdaq in connection with the Merger and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon Transactions (the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law“Transaction Filings”). As promptly as practicable after the Registration Statement shall have become effective, the Company finalization and the Parent shall cause effectiveness of the Proxy Statement Statement/Prospectus, SPAC shall (and shall use commercially reasonable efforts to be mailed do so within five (5) Business Days of such finalization and effectiveness) mail the Proxy Statement/Prospectus to the Unitholders and the shareholders of the Parent, respectivelySPAC Shareholders.

Proxy Statement; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, (ax) SPAC and the Company shall jointly prepare and the Company shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Special Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company and the Parent shall prepare (with SPAC’s cooperation) and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Parent Company Ordinary Shares to be issued in exchange for the issued and distributed outstanding SPAC Class A Shares and Company Warrants to be issued in exchange for the Unitholders issued and the General Partner pursuant outstanding SPAC Warrants. Subject to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities ActSchedule 8.02, the Exchange Act and the rules and regulations thereunder. Each each of the Parent SPAC and the Company shall use all commercially its reasonable best efforts to have or cause the Registration Statement to become effective (Statement, including clearing the Proxy Statement Statement/Prospectus, to comply with the rules and regulations promulgated by the SEC) , to have the Registration Statement declared effective under the Securities Act as promptly as practicable thereafterafter such filing and to keep the Registration Statement, and shall take including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. In the event there is any and all actions tax opinion required under any applicable federal or 65 56 state securities or "blue sky" laws to be provided in connection with the issuance Registration Statement, counsel to SPAC shall provide such tax opinion(s). The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent SPAC and the Company agrees to use all commercially reasonable efforts, after consultation with furnish to the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) Party and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with Representatives all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, shareholders, and stockholders other equityholders and information regarding such other matters as the other may be reasonably request necessary or advisable or as may be reasonably requested in connection with the preparation of Registration Statement, including the Proxy Statement and Statement/Prospectus, a Current Report on Form 6-K pursuant to the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares Exchange Act in connection with the MergerTransactions, as or any other statement, filing, notice or application made by or on behalf of SPAC or the case may be; provided, however, that Company to any regulatory authority (including the Board of Directors of NASDAQ) in connection with the General Partner Merger and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon Transactions (the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law“Transaction Filings”). As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall SPAC will cause the Proxy Statement to be mailed to the Unitholders and SPAC Shareholders as promptly as practicable after the shareholders of Registration Statement is declared effective under the Parent, respectivelySecurities Act.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, (a) Target and Acquiror shall prepare proxy materials relating to the Company adoption and approval of this Agreement and the Parent shall prepare Merger and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and other transactions contemplated hereby by the shareholders of the ParentTarget and, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent as promptly as practicable, Acquiror shall file with the SEC under the Securities Act the Registration Statement, which complies in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply form in all material respects with the Securities Act, the Exchange Act applicable law and the rules SEC requirements and regulations thereunder. Each each of the Parent Target and the Company Acquiror shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly soon thereafter as practicable thereafter, practicable. Each of Target and Acquiror shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, efforts to respond as promptly as possible practicable to any comments made by of the SEC with respect thereto and to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders shareholders of Target as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each of Target and Acquiror shall furnish all information concerning it (and its respective subsidiaries) to the other as may be reasonably requested in connection with any such action and the shareholders preparation, filing and distribution of the ParentRegistration Statement and the Proxy Statement. Each of Target and Acquiror shall promptly notify the other upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Registration Statement or the Proxy Statement and shall promptly provide the other with copies of all correspondence between it and its representatives, respectivelyon the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Target and Acquiror, as the case may be, (a) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (b) shall include in such document or response all comments reasonably proposed by such other party and (c) shall not file or mail such document or respond to the SEC prior to receiving such other party's approval, which approval shall not be unreasonably withheld or delayed. Subject to the provisions of Section 5.1, the Proxy Statement shall include the unanimous recommendation of the Board of Directors of Acquiror in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger and the unanimous recommendation of the Board of Directors of Target in favor of the Merger; provided that the recommendation of Target's Board of Directors may not be included or may be withdrawn if previously included if Target's Board of Directors believes in good faith (after consultation with independent financial and legal advisors) that a Superior Proposal has been made not in breach of this Agreement and shall determine in good faith (after consultation with independent legal advisors) that to include such recommendation or not withdraw such recommendation if previously included would constitute a breach of the Target's Board of Directors' fiduciary duty under applicable law.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this AgreementAgreement (but in any event no longer than the latest of (i) thirty (30) days from the date Parent's Quarterly Report on Form 10-Q for the period ended June 30, 2001 is filed with the SEC and (aii) the Company receipt by Parent of Company's unaudited financial statements as of and for the period ended June 30, 2001) Parent shall prepare and, with Company having the reasonable opportunity to review and comment on any and all filings prior to any such filing with SEC, file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint SEC, preliminary proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") materials relating to the solicitation approval of approval from the Unitholders and the shareholders issuance of the Parent with respect to Common Stock underlying the Transaction Documents Parent Preferred Stock and the transactions contemplated hereby and thereby and (b) Warrants in order to comply with the policies of AMEX. As promptly as 36 practicable following receipt of SEC comments thereon, Parent shall file with the SEC under definitive proxy materials related thereto. Company and Parent will notify each other promptly of the Securities Act receipt of any comments from the Registration Statement, in which SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will be included as a prospectussupply each other with copies of all correspondence between such party or any of its representatives, in connection with on the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders one hand, and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities ActSEC, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafterits staff or any other government officials, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with on the other such partyhand, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each or other filing. Whenever any event occurs that is required to be set forth in an amendment thereof and or supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of to the Proxy Statement or any other filing, each party hereto shall promptly inform the other of such occurrence and cooperate in Parent's filing with the Registration StatementSEC or its staff or any other government officials, and/or mailing to Shareholders of Parent, such amendment or supplement. The Proxy Statement shall include reference to the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote Company in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner Common Stock and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectivelytransactions contemplated hereby.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, and in any event within thirty (a30) days of the date of the Agreement, the Company will prepare the Proxy Statement, and the Parent shall will prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, Statement in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in connection the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Table of Contents Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the registration under other’s counsel and auditors in the Securities Act preparation of the Parent Shares to be issued and distributed to the Unitholders Proxy Statement and the General Partner pursuant to the MergerRegistration Statement. The Each of Parent and the Company will cause respond to any comments from the Registration Statement SEC, and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall will use all commercially reasonable efforts to have or cause the Registration Statement to become be declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafter, (but in no event prior to such time as all waiting periods (and shall take any extensions thereof) under the HSR Act and all actions required under any other applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant relating to the Merger. Without limiting the generality of the foregoing, each of the Parent transactions contemplated hereby expire or terminate early and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made objections raised by the SEC any Governmental Entity with respect to the Proxy Statement (including each preliminary version thereof) transactions contemplated hereby have been resolved), and to keep the Registration Statement (including each amendment thereof and supplement thereto). Each of effective as long as is necessary to consummate the Parent Mergers and the Company shall, and transactions contemplated hereby. Parent shall cause its respective representatives to, cooperate fully with the other such party with furnish all information concerning it and the holders of its affiliates, directors, officers and stockholders capital stock as the other Company may reasonably request in connection with the preparation of the Proxy Statement. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement shall include or the determination Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and recommendation other than pursuant to Rule 425 of the (a) Board Securities Act with respect to releases made in compliance with Section 5.5 of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other Transaction Documentsparty, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the transactions contemplated hereby and thereby and Proxy Statement or Registration Statement to the issuance extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the Parent Shares in connection with circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Merger, as Exchange Act or Section 11 or Section 12 of the case may beSecurities Act); provided, however, that the Board Company shall not make a Change of Directors Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after time when the Registration Statement shall have has become effectiveeffective or any supplement or amendment has been filed, of the issuance of any stop order, the Company and suspension of the qualification of the Parent Common Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the ParentExchange Act, respectively(ii) the Securities Act, and (iii) the rules and regulations of Nasdaq.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company and the Parent CBSI shall prepare and file the Registration Statement with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus SEC, and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case First Liberty shall cooperate in the form or forms delivered to the Unitholders preparation of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Joint Proxy Statement Statement/Prospectus to be mailed to the Unitholders shareholders of First Liberty and the shareholders stockholders of CBSI in connection with obtaining their approval of this Agreement. CBSI will advise First Liberty, promptly after it receives notice thereof, of the Parenttime when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, respectivelyof the issuance of any stop order, of the suspension of qualification of the CBSI Common Stock issuable in connection with the Merger for offering or sale in any 30 37 jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. If, at any time prior to the Effective Time, any event or circumstance relating to a party to this Agreement, or its directors, officers or 5% or greater shareholders, shall be discovered by such party that pursuant to the Securities Act or the Exchange Act should be set forth in an amendment or a supplement to the Registration Statement or the Joint Proxy Statement/Prospectus included therein, such party shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, prior to the Effective Time.

Proxy Statement; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, (aA) Parent and the Company shall jointly prepare mutually acceptable materials, which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the Parent Stockholders relating to the Parent Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (B) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of the shares of Parent Shares to be issued and distributed to Post-Merger Common Stock comprising the Unitholders and Share Consideration (collectively, the General Partner pursuant to the Merger. The Parent and the Company will cause the “Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunderSecurities”). Each of the Parent and the Company shall use all commercially its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to have or cause the Registration Statement to become declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Parent shall use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated hereby, and the Company shall take any and furnish all actions required under any applicable federal or 65 56 state securities or "blue sky" laws information concerning the Company as may be reasonably requested in connection with the issuance any such action. Each of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with furnish to the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with Party all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, stockholders, members and stockholders other equity holders, and information regarding such other matters as the other may be reasonably request necessary or reasonably requested in connection with the preparation of the Proxy Statement and the Statement/Registration Statement. The Proxy Statement shall include , any current report on Form 8-K pursuant to the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares Exchange Act required in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendationtransactions contemplated by this Agreement, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer statement, filing, notice or proposal, could reasonably application to be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effectivemade by or on behalf of Parent, the Company and or their respective Subsidiaries to Nasdaq or any other regulatory authority in connection with the Parent shall cause transactions contemplated by this Agreement (collectively, the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectively“Offer Documents”).

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company and the Parent CBSI shall prepare and file the Registration Statement with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus SEC, and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case Wxxxxx shall cooperate in the form or forms delivered to the Unitholders preparation of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement Statement/Prospectus to be mailed to the Unitholders and the shareholders of Wxxxxx in connection with obtaining their approval of this Agreement. CBSI will advise Wxxxxx, promptly after it receives notice thereof, of the Parenttime when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, respectivelyof the issuance of any stop order, of the suspension of qualification of the CBSI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. If, at any time prior to the Effective Time, any event or circumstance relating to a party to this Agreement, or its directors, officers or shareholders who have filed a Schedule 13D under the Exchange Act, shall be discovered by such party that pursuant to the Securities Act or the Exchange Act should be set forth in an amendment or a supplement to the Registration Statement or the Proxy Statement/Prospectus included therein, such party shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register or qualify the shares of CBSI Common Stock to be issued in the Merger pursuant to all applicable state “blue sky” or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CBSI shall apply for, and shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, prior to the Effective Time.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, (a) Parent and the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments or supplements thereto, the Registration Statement, in which the Proxy Statement will be included as a prospectus"Form S-4"), in connection with the registration under the Securities Act of the shares of Parent Shares Common Stock to be issued and distributed to the Unitholders stockholders of the Company in the Merger (the "Registered Securities"). The Form S-4 also shall include a joint proxy statement/prospectus and forms of proxies (such joint proxy statement/prospectus together with any amendments or supplements thereto, the General Partner pursuant "Proxy Statement") relating to the Merger. The stockholder meetings of Parent and the Company and the vote of the stockholders of Parent and the Company with respect to this Agreement and the Transactions. Parent will cause the Registration Proxy Statement and the Proxy Statement Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder, the rules and regulations of NASDAQ, and the DGCL and Bermuda Law, and the Company will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder, the rules and regulations of NASDAQ and the DGCL. Each of the Parent and the Company shall use furnish all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, information about itself and shall take any its business and operations and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant necessary financial information to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration StatementForm S-4. The Parent shall use its reasonable best efforts, and the Company will cooperate with them, to have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the Proxy Statement with the SEC). Each of Parent and the Company agrees promptly to correct any information provided by it for use in the Proxy Statement and the Form S-4 if and to the extent that such information shall include the determination have become false or misleading in any material respect, and recommendation each of the (a) Board parties hereto further agrees to take all steps necessary to amend or supplement the Proxy Statement and, in the case of Directors Parent, the Form S-4, and to cause the Proxy Statement and, in the case of Parent, the Form S-4, as so amended or supplemented to be filed with the SEC and to be disseminated to their 45 52 respective stockholders, in each case as and to the extent required by applicable federal and state securities laws. No amendment or supplement to the Proxy Statement will be made without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed. Each of Parent and the Company agrees that the information provided by it for inclusion in the Proxy Statement or the Form S-4 and each amendment or supplement thereto, at the time of mailing thereof and at the time of the General Partner respective meetings of stockholders of Parent and the Special Committee and (b) Company, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Board of Directors statements therein, in light of the Parentcircumstances under which they were made, that the Unitholders and the shareholders not misleading. Each of the ParentCompany and Parent will advise the other, respectivelyand deliver copies (if any) to the other, vote in favor promptly after either receives notice thereof, of any request by the SEC for amendment of the approval Proxy Statement or the Form S-4 or comments thereon and adoption responses thereto or requests by the SEC for additional information, or notice of the Mergertime when the Form S-4 has become effective or any supplement or amendment has been filed, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of any stop order or the Parent Shares suspension of the qualification of the Registered Securities issuable in connection with the Merger, as the case may be; provided, however, that the Board Merger for offering or sale in any jurisdiction. Each of Directors of the General Partner Parent and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure Company shall use its reasonable best efforts to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause timely mail the Proxy Statement to be mailed to its stockholders as promptly as practicable following the Unitholders and the shareholders effective date of the Parent, respectivelyProxy Statement.

Proxy Statement; Registration Statement. (i) As promptly as practicable after following the execution and delivery of this Agreement, (ax) Acquiror and the Company shall, in accordance with this Section 9.02(a), jointly prepare and Acquiror shall file with the Parent SEC, mutually acceptable materials which shall include the proxy statement/prospectus to be filed with the SEC as part of the Registration Statement and sent to the Acquiror Stockholders relating to the Special Meeting (such proxy statement/prospectus, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) Acquiror shall prepare (with the Company’s reasonable cooperation (including causing its Subsidiaries and Representatives to cooperate)) and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of (A) the Parent Shares shares of Acquiror Common Stock that constitute the Closing Share Consideration and (B) the shares of Acquiror Common Stock that are subject to be issued and distributed to Acquiror Options (collectively, the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the “Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunderSecurities”). Each of the Parent Acquiror and the Company shall use all commercially its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to have or cause the Registration Statement to become declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Acquiror also agrees to use its reasonable best efforts to obtain all necessary state Securities Law or “Blue Sky” Permits required to carry out the Transactions, and the Company shall take furnish all information concerning the Company, its Subsidiaries and any and all actions required under any applicable federal of their respective members or 65 56 state securities or "blue sky" laws stockholders as may be reasonably requested in connection with the issuance any such action. Each of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent Acquiror and the Company agrees to use all commercially reasonable efforts, after consultation with furnish to the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, stockholders, and stockholders other equityholders and information regarding such other matters as the other may be reasonably request necessary or advisable or as may be reasonably requested in connection with the preparation of the Proxy Statement and the Statement/Registration Statement. The Proxy Statement shall include , any Current Report on Form 8-K pursuant to the determination Exchange Act that includes the “Form 10” information required under applicable SEC rules and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares regulations in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner Mergers and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendationother transactions contemplated by this Agreement, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer statement, filing, notice or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effectiveapplication made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including NYSE) in connection with the Mergers and the Parent shall other Transactions (collectively, the “Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the Unitholders Acquiror Stockholders as of the record date for determining the Acquiror Stockholders entitled to notice of the Special Meeting promptly after the Registration Statement is declared effective under the Securities Act and the shareholders Proxy Statement is cleared of any comments under the Parent, respectivelyExchange Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this AgreementAgreement and receipt of the PCAOB Audited Financials, (a) SPAC and the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy statement (such proxy statement/prospectus as amended or joint proxy statement/prospectussupplemented, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered “Proxy Statement”) to be sent to the Unitholders SPAC Shareholders soliciting proxies in favor of the Company SPAC Proposals from such SPAC Shareholders in connection with the extraordinary general meeting of the SPAC Shareholders (the “SPAC Shareholders’ Meeting”) in accordance with the Governing Documents of SPAC, to be held to consider approval and adoption by SPAC Shareholders of (i) this Agreement, the Ancillary Agreements and the shareholders Transactions, including the Company Amalgamation and the New SPAC Amalgamation, (ii) the Continuance, (iii) the issuance of New SPAC Shares in connection with the ParentTransactions as required by Nasdaq listing requirements, (iv) the New SPAC Equity Plan, (v) any other proposals the Parties deem necessary or desirable to effectuate the Transactions (the proposals in clauses (i) through (v), collectively, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders “SPAC Proposals”). If applicable, SPAC and the shareholders of the Parent with respect to the Transaction Documents Company shall prepare and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under a registration statement on Form S-4 (together with all amendments thereto, the Securities Act the “Registration Statement, ”) in which the Proxy Statement will shall be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent Company shall furnish all information concerning the Company and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) Subsidiaries as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other SPAC may reasonably request in connection with such actions and the preparation of the Proxy Statement and the Registration Statement. The Each of SPAC and the Company shall use their commercially reasonable efforts to (A) cause the Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, (C) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC and (bD) to keep the Board of Directors of Registration Statement effective as long as is necessary to consummate the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable lawTransactions. As promptly as practicable after the effective time of the Registration Statement, SPAC shall mail the Proxy Statement to the SPAC Shareholders. Each of SPAC and the Company shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. If, in connection with the preparation and filing of the Proxy Statement and the Registration Statement, the SEC requires that a tax opinion with respect to the Transactions be prepared and submitted in connection with such, (x) SPAC and the Company shall deliver to their respective tax counsel customary Tax representation letters satisfactory, dated and executed as of the date the Proxy Statement and the Registration Statement shall have become effective, been declared effective by the SEC and such other date(s) as determined reasonably necessary by such tax counsel in connection with the preparation and filing of the Proxy Statement and Registration Statement and (y) the Company and the Parent SPAC shall cause their respective tax counsel to render a Tax Opinion. SPAC also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parenttransactions contemplated hereby, respectivelyif any.

Proxy Statement; Registration Statement. (i) As promptly as practicable after the execution of this Agreement, (ax) SPAC and the Company shall jointly prepare and SPAC shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company and the Parent shall prepare (with SPAC’s reasonable cooperation) and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunderRegistrable Securities. Each of the Parent SPAC and the Company shall use all commercially its reasonable best efforts to have or cause the Registration Statement to become effective (Statement, including clearing the Proxy Statement Statement/Prospectus, to comply with the rules and regulations promulgated by the SEC) , to have the Registration Statement declared effective under the Securities Act as promptly as practicable thereafterafter such filing and to keep the Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Transactions, and SPAC shall take any furnish all information concerning itself and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws its equity holders as may be reasonably requested in connection with the issuance any such action. Each of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent SPAC and the Company agrees to use all commercially reasonable efforts, after consultation with furnish to the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) Party and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with Representatives all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, shareholders, and stockholders other equity holders and information regarding such other matters as the other may be reasonably request necessary or advisable or as may be reasonably requested in connection with the preparation of Registration Statement, including the Proxy Statement and Statement/Prospectus, a current report on Form 8-K pursuant to the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares Exchange Act in connection with the MergerTransactions, as or any other statement, filing, notice or application made by or on behalf of SPAC or the case may be; provided, however, that Company to any regulatory authority (including the Board of Directors of Nasdaq) in connection with the General Partner Mergers and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon Transactions (the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law“Transaction Filings”). As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall SPAC will cause the Proxy Statement to be mailed to the Unitholders and SPAC Shareholders as promptly as practicable after the shareholders of Registration Statement is declared effective under the Parent, respectivelySecurities Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, Parent with the assistance of Company shall prepare and Parent shall file with the SEC the Proxy Statement/Prospectus relating to the solicitation of proxies from Parent Stockholders to authorize (ai) Parent Authorized Stock Increase so as to permit the Company issuance of Parent Common Stock pursuant to the Merger and the (ii) Parent Authorized Name Change. Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Form S-4 Registration Statement, Statement in which the Proxy Statement will shall be included as a prospectus, prospectus (a) in connection with the registration under the Securities Act of (i) the shares of Parent Shares Common Stock to be issued and distributed to the Unitholders and the General Partner Company Stockholders pursuant to the Merger. The , and (ii) the Parent Common Stock issuable upon exercise of the options, warrants and exchangeable securities to purchase Company Common Stock which become options, warrants and exchangeable securities to purchase Parent Company Stock by virtue of the Company will cause the Registration Statement Merger, and the Proxy Statement to comply (b) in all material respects connection with the Securities Actregistration for resale, subject to the Exchange Act provisions of Company Lock-Up and Voting Agreements, of the rules shares of Parent Common Stock issued to the Principal Stockholders and regulations thereunderany other "affiliates" (as referred to in Section 7.11) in the Merger. Each of the Company and Parent and the Company shall use all commercially its reasonable best efforts to have or cause the Form S-4 Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafterand, and prior to the effective date of the Form S-4 Registration Statement, Parent shall use its reasonable best efforts to take all or any and all actions action required under any applicable federal or 65 56 state securities or "blue sky" laws Laws in connection with the issuance of shares of Parent Shares Common Stock pursuant to the Merger. Without limiting In the generality event that Company does not elect to pay the legal costs described in paragraph 14 of the foregoing, each non-binding letter of the Parent and the Company agrees intent referred to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto)in Section 10.10. This Agreement shall be terminated forthwith which shall be deemed a termination under Article IX. Each of the Company and Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with furnish all information concerning it and its affiliates, directors, officers and stockholders itself as the other may reasonably request in connection with such actions and the preparation of the Proxy Form S-4 Registration Statement and the Registration Proxy Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectively.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company CFX and the Parent Community shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, cooperate in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement Statements to be mailed to the Unitholders shareholders of Community and CFX in connection with the Transactions and, if required, to be filed by CFX as part of the Registration Statement. In the event that the issuance of CFX Common Stock in connection with the Share Exchange is exempt from registration under Section 3(a)(10) of the Securities Act and the shareholders SEC's regulations and interpretations thereunder and shares received will not be considered "restricted securities" for purposes of Rule 144 under the Securities Act, no Registration Statement will be filed. CFX will advise Community, promptly after it receives notice thereof, of the Parenttime when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, respectivelyof the issuance of any stop order, of the suspension of qualification of the CFX Common Stock issuable in connection with the Share Exchange for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. CFX, after the Effective Date shall file a post- effective amendment to the Registration Statement or shall file a registration statement, as appropriate, either with respect to the sale of the shares of CFX Common Stock provided for in Article III of the Plan of Exchange to the holders of stock options issued by Community or for the resale of such shares by such optionees, as CFX and such optionees may agree. CFX shall take all actions necessary to register or qualify the shares of CFX Common Stock to be issued in the Share Exchange pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply for approval to list the shares of CFX Common Stock to be issued in the Share Exchange on the AMEX, subject to official notice of issuance, prior to the Effective Date.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, (a) Target and Acquiror shall prepare proxy materials relating to the Company adoption and approval of this Agreement and the Parent shall prepare Merger and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and other transactions contemplated hereby by the shareholders of the ParentTarget and, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent as promptly as practicable, Acquiror shall file with the SEC under the Securities Act the Registration Statement, which complies in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply form in all material respects with the Securities Act, the Exchange Act applicable law and the rules SEC requirements and regulations thereunder. Each each of the Parent Target and the Company Acquiror shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly soon thereafter as practicable thereafter, practicable. Each of Target and Acquiror shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, efforts to respond as promptly as possible practicable to any comments made by of the SEC with respect thereto and to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders shareholders of Target as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each of Target and Acquiror shall furnish all information concerning it (and its respective subsidiaries) to the other as may be reasonably requested in 37 connection with any such action and the shareholders preparation, filing and distribution of the ParentRegistration Statement and the Proxy Statement. Each of Target and Acquiror shall promptly notify the other upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Registration Statement or the Proxy Statement and shall promptly provide the other with copies of all correspondence between it and its representatives, respectivelyon the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Target and Acquiror, as the case may be, (a) shall provide the other party with a reasonable opportunity to review and comment on such document or response, (b) shall include in such document or response all comments reasonably proposed by such other party and (c) shall not file or mail such document or respond to the SEC prior to receiving such other party's approval, which approval shall not be unreasonably withheld or delayed. Subject to the provisions of Section 5.1, the Proxy Statement shall include the unanimous recommendation of the Board of Directors of Acquiror in favor of the issuance of shares of Acquiror Common Stock pursuant to the Merger and the unanimous recommendation of the Board of Directors of Target in favor of the Merger; provided that the recommendation of Target's Board of Directors may not be included or may be withdrawn if previously included if Target's Board of Directors believes in good faith (after consultation with independent financial and legal advisors) that a Superior Proposal has been made not in breach of this Agreement and shall determine in good faith (after consultation with independent legal advisors) that to include such recommendation or not withdraw such recommendation if previously included would constitute a breach of the Target's Board of Directors' fiduciary duty under applicable law.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, (a) All information supplied by the Company and expressly for inclusion in (i) the Parent shall prepare and file registration statement on Form F–4 (together with all amendments thereto, the “Registration Statement”) to be filed with the SEC (with appropriate requests for confidential treatment) the purpose of registering under the Exchange Securities Act a joint the Parent Ordinary Shares to be issued pursuant to the Merger, and (ii) the proxy statement/prospectus to be sent to the stockholders of the Company relating to the meeting of the Company’s stockholders to be held to consider approval of this Agreement and a form of a proxy the Merger (the “Stockholders Meeting”) to be sent to such stockholders (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof amended or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parentsupplemented, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent “Proxy Statement”), which shall file with the SEC under the Securities Act be included in the Registration Statement, in which and other materials prepared by the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued Company and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and Company’s stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as shall not, at (x) the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after time the Registration Statement shall have become is declared effective, (y) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of the Company and (z) the time of the Stockholders Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Merger Sub or Parent for inclusion in the Proxy Statement. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary, or their respective officers or directors, should be discovered by the Company that is required by the applicable rules and regulations to be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, the Company and the Parent promptly shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the inform Parent, respectively.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution date of this Agreement, and in any event no later than thirty (a30) days following the Company and the Parent shall date of this Agreement, Parent, with Company’s cooperation, will prepare and file cause to be filed with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy statement relating to the Parent Stockholders’ Meeting to be held in connection with the Parent Stockholder Approval Matters and other matters that may be mutually agreed upon between Parent and Company (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders “Proxy Statement”). Each of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will use commercially reasonable efforts: (i) to cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the applicable rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with promulgated by the SEC; and (ii) as to promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with notify the other such partyof, cooperate with each other with respect to and respond as promptly as possible to any comments made by of the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto)or its staff. Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall will cause the Proxy Statement to be mailed to Parent’s stockholders. Each of Parent and Company will promptly furnish the Unitholders other party all information concerning such party, its Subsidiaries and stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1(a). If either Parent or Company becomes aware of any information that should be disclosed in an amendment or supplement to the shareholders Proxy Statement, then such party: (i) will promptly inform the other party thereof; (ii) will provide the other party (and its counsel) with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to it being filed with the SEC; (iii) will provide the other party with a copy of such amendment or supplement promptly after it is filed with the SEC; and (iv) will cooperate, if appropriate, in mailing such amendment or supplement to the stockholders of Parent, respectively.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this AgreementPAHOC, (a) the Company Acquisition Sub, --------------------------------------- Patriot and the Parent WHG shall prepare and file with the SEC (with appropriate requests for confidential treatment, unless the parties hereto otherwise agree) under the Exchange Act Act, a joint proxy statement/prospectus and a form of a proxy proxies (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may beand form of proxy, together with any amendments thereof or to supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENTProxy Statement") relating to the solicitation stockholder meeting of approval from the Unitholders WHG and the shareholders vote of the Parent stockholders of WHG with respect to this Agreement, and promptly after clearance by the Transaction Documents SEC of the Proxy Statement, PAHOC, Acquisition Sub and the transactions contemplated hereby Patriot shall prepare and thereby and (b) the Parent shall thereafter file with the SEC under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments or supplements thereto, the Registration Statement"Form S-4"), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Paired Shares to be issued and distributed to the Unitholders stockholders of WHG in the Merger (being referred to herein collectively as the "Registered Securities"). PAHOC, Acquisition Sub, Patriot and the General Partner pursuant to the Merger. The Parent and the Company WHG will cause the Registration Statement and the Proxy Statement or the Form S-4 to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of PAHOC, Acquisition Sub and Patriot, on the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafterone hand, and WHG, on the other hand, shall take any furnish all information about itself and its business and operations and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant necessary financial information to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration StatementForm S-4. The Each of PAHOC, Acquisition Sub and Patriot shall use its reasonable best efforts, and WHG will cooperate with them, to have the Form S-4 declared effective by the SEC as promptly as practicable (including clearing the Proxy Statement with the SEC). Each of PAHOC, Acquisition Sub, WHG, and Patriot agrees promptly to correct any information provided by it for use in the Proxy Statement and the Form S-4 if and to the extent that such information shall include the determination have become false or misleading in any material respect, and recommendation each of the (a) Board parties hereto further agrees to take all steps necessary to amend or supplement the Proxy Statement and, in the case of Directors PAHOC, Acquisition Sub and Patriot, the Form S-4, and to cause, in the case of WHG, the Proxy Statement and, in the case of PAHOC, Acquisition Sub and Patriot, the Form S-4, as so amended or supplemented to be filed with the SEC and to be disseminated to WHG's stockholders, in each case as and to the extent required by applicable federal, Puerto Rico and state securities laws and the DGCL. Each of PAHOC, Acquisition Sub, WHG, and Patriot agrees that the information provided by it for inclusion in the Proxy Statement or the Form S-4 and each amendment or supplement thereto, at the time of mailing thereof, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the General Partner circumstances under which they were made, not misleading. Each of PAHOC, Acquisition Sub, Patriot and WHG will advise the Special Committee other parties, and deliver copies (if any) to them, promptly after receipt thereof, of (i) any request by or correspondence or communication from the SEC with respect to the Proxy Statement or the Form S-4, (ii) any responses thereto and (biii) the Board of Directors notice of the Parenttime when the Form S-4 has become effective or any supplement or amendment has been filed, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of any stop order, and the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors suspension of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders qualification of the Parent, respectivelyRegistered Securities for offering or sale in any jurisdiction.

Proxy Statement; Registration Statement. As promptly as practicable after (i) Acquiror will advise the execution of this Agreement, (a) the Company Companies and the Parent shall prepare and file with Holder Representatives, promptly after any request by the SEC (with appropriate requests for confidential treatment) under the Exchange Act amendment or supplement of the Acquiror Extension Proxy Statement or for additional information. The Companies, the Holder Representatives and their respective counsel shall be given a joint proxy statement/prospectus reasonable opportunity to review and a form of a proxy (such proxy statement/prospectus comment on any amendment or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered supplement to the Unitholders of the Company Acquiror Extension Proxy Statement and the shareholders of the Parentany filing, notice or application in connection therewith (collectively, the "PROXY STATEMENT"“Acquiror Extension Proxy Materials”) relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement each time before any such document is filed with the SEC) as promptly as practicable thereafter, Acquiror shall give reasonable and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible good faith consideration to any comments made by the SEC with respect Companies, the Holder Representatives and their respective counsel and shall include in any such Acquiror Extension Proxy Materials all comments reasonably proposed by any Company, any Holder Representative or any of their respective counsel and Acquiror shall not file or mail any such Acquiror Extension Proxy materials prior to receiving the Proxy Statement (including each preliminary version thereof) prior written approval of Panavision, SIM, the Panavision Holder Representative and the Registration Statement SIM Holder Representative (including each amendment thereof and supplement theretosuch consent not to be unreasonably withheld, conditioned or delayed). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board Acquiror may file and mail the Acquiror Extension Proxy Materials that are substantially in the form filed by Acquiror with the SEC on August 30, 2018 without providing the Companies, the Holder Representatives and their respective counsel opportunity to comment or approve such filing and mailing. Acquiror shall (A) provide the Companies, the Holder Representatives and their respective counsel with (x) any written comments or information regarding material oral communications that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Acquiror Extension Proxy Statement or the Acquiror Extension Proxy Materials promptly after receipt of Directors those comments or other communications and (y) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given and any such comments that are reasonably proposed shall be included in such response), including by participating with Acquiror or its counsel in any discussions or meetings with the General Partner SEC, and (B) not, and shall cause its Affiliates (including Sponsor) and its and their respective Representatives not to, have or participate in any substantive meetings or other substantive discussions with any Governmental Authority regarding the Acquiror Extension Proxy Statement or any Acquiror Extension Proxy Materials without first consulting with Panavision and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company Panavision Holder Representative and providing Panavision and the Parent shall cause Panavision Holder Representative the Proxy Statement opportunity to be mailed to the Unitholders and the shareholders of the Parent, respectivelyparticipate.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement, (ai) the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of proxy (or, to the extent a Parent Stockholders' Meeting, as defined below, is required to be held, the Company and the Parent shall prepare and file with the SEC under the Exchange Act a joint proxy statement/prospectus and forms of proxies) (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders stockholders of the Company and and, if applicable, the shareholders stockholders of the Parent, the "PROXY STATEMENTProxy Statement") relating to the solicitation of approval from the Unitholders Company Stockholders' Meeting and the shareholders vote of the stockholders of the Company with respect to the Merger (and, if applicable, the Parent Stockholders' Meeting and the vote of the stockholders of the Parent with respect to the Transaction Documents and issuance of Parent Common Stock in connection with the transactions contemplated hereby and thereby Merger) and (bii) following clearance by the SEC of the Proxy Statement, the Parent shall prepare and file with the SEC under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments thereof or supplements thereto, the "Registration Statement"), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Parent Shares Common Stock to be issued and distributed to the Unitholders holders of shares of Company Common Stock and the General Partner Company Options pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectively.as

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreementdate hereof, (a) the Company CFX and the Parent Milford shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, cooperate in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement Statements to be mailed to the Unitholders shareholders of Milford and CFX in connection with the Merger and the shareholders transactions contemplated thereby and, if required, to be filed by CFX as part of the ParentRegistration Statement. In the event the issuance of CFX Common Stock in connection with the Merger is exempt from registration under Section 3(a)(10) of the Securities Act and the SEC's regulations and interpretations thereunder, respectivelyno Registration Statement will be filed. In any case, it is anticipated that CFX and Milford will present the Merger to their respective shareholders pursuant to separate Proxy Statements. CFX will advise Milford, promptly after it receives notice thereof, of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of qualification of the CFX Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. CFX shall take all actions necessary to register or qualify the shares of CFX Common Stock to be issued in the Merger pursuant to all applicable state "blue sky" or securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CFX shall apply for approval to list the shares of CFX Common Stock to be issued in the Merger on the AMEX, subject to official notice of issuance, prior to the Effective Date.

Proxy Statement; Registration Statement. (i) As promptly as practicable after the execution and delivery of this Agreement, (ax) SPAC and the Company shall jointly prepare and the Company shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) the Company and shall prepare, with the Parent shall prepare assistance of SPAC, and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the MergerRegistrable Securities. The Parent Each of SPAC and the Company will shall use its reasonable best efforts to cause the Registration Statement and Statement, including the Proxy Statement Statement/Prospectus, when filed with the SEC, to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of promulgated by the Parent and the Company shall use all commercially reasonable efforts SEC, to have or cause the Registration Statement to become declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter such filing and to keep the Registration Statement, including the Proxy Statement/Prospectus, effective as long as is necessary to consummate the Transactions. The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Transactions, and SPAC shall take any furnish all information concerning itself and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws its equityholders as may be reasonably requested in connection with the issuance any such action. Each of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent SPAC and the Company agrees to use all commercially reasonable efforts, after consultation with furnish to the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) Party and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with Representatives all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, shareholders, and stockholders other equityholders and information regarding such other matters as the other may be reasonably request necessary or advisable or as may be reasonably requested in connection with the preparation of Registration Statement, including the Proxy Statement and Statement/Prospectus, a Current Report on Form 8-K pursuant to the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares Exchange Act in connection with the MergerTransactions, as or any other statement, filing, notice or application made by or on behalf of SPAC or the case may be; provided, however, that Company to any regulatory authority (including the Board of Directors of Nasdaq) in connection with the General Partner Mergers and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon Transactions (the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law“Transaction Filings”). As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall SPAC will cause the Proxy Statement to be mailed to the Unitholders and SPAC Shareholders as promptly as practicable after the shareholders of Registration Statement is declared effective under the Parent, respectivelySecurities Act.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, and in any event within thirty (a30) days of the date of the Agreement, the Company will prepare the Proxy Statement, and the Parent shall will prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, Statement in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall provide promptly to the other such information concerning its business affairs and financial statements as, in connection the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement and the Registration Statement pursuant to this Section 5.1, or in any amendments or supplements thereto, and shall cause its counsel and auditors to cooperate with the registration under other’s counsel and auditors in the Securities Act preparation of the Parent Shares to be issued and distributed to the Unitholders Proxy Statement and the General Partner pursuant to the MergerRegistration Statement. The Each of Parent and the Company will cause respond to any comments from the Registration Statement SEC, and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall will use all commercially reasonable efforts to have or cause the Registration Statement to become be declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafter, (but in no event prior to such time as all waiting periods (and shall take any extensions thereof) under the HSR Act and all actions required under any other applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant relating to the Merger. Without limiting the generality of the foregoing, each of the Parent transactions contemplated hereby expire or terminate early and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made objections raised by the SEC any Governmental Entity with respect to the Proxy Statement (including each preliminary version thereof) transactions contemplated hereby have been resolved), and to keep the Registration Statement (including each amendment thereof and supplement thereto). Each of effective as long as is necessary to consummate the Parent Mergers and the Company shall, and transactions contemplated hereby. Parent shall cause its respective representatives to, cooperate fully with the other such party with furnish all information concerning it and the holders of its affiliates, directors, officers and stockholders capital stock as the other Company may reasonably request in connection with the preparation of the Proxy Statement. Each of Parent and the Company will notify the other promptly upon the receipt of any comments from the SEC or its staff in connection with the filing of, or amendments or supplements to, the Registration Statement and and/or the Proxy Statement. Parent shall promptly inform the Company if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to Parent, any Subsidiary of Parent or Merger Sub 1, or any of their respective officers or directors, is discovered by Parent that should be set forth in an amendment or a supplement to the Proxy Statement or the Registration Statement. The Company shall promptly inform Parent if, at any time prior to the Merger 1 Effective Time, any event or circumstance relating to the Company or any Subsidiary of the Company, or any of their respective officers or directors, is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement shall include or the determination Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and recommendation other than pursuant to Rule 425 of the (a) Board Securities Act with respect to releases made in compliance with Section 5.5 of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, no amendment or supplement to the Proxy Statement or the Registration Statement, nor any response to any comments or inquiry from the SEC with respect to such filings, will be made by the Company or Parent without the approval of the other Transaction Documentsparty, which approval shall not be unreasonably withheld, conditioned or delayed (it being understood that it shall be unreasonable to withhold consent with respect to any amendment or supplement to the transactions contemplated hereby and thereby and Proxy Statement or Registration Statement to the issuance extent such amendment or supplement is required to be included therein so that the Proxy Statement or Registration Statement will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the Parent Shares in connection with circumstances under which they are made, not misleading as may be required by Rule 10b-5 or Rule 14a9 under the Merger, as Exchange Act or Section 11 or Section 12 of the case may beSecurities Act); provided, however, that the Board Company shall not make a Change of Directors Recommendation except in accordance with the terms of Section 5.3(d). The Company and Parent each will advise the other promptly after it receives notice of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after time when the Registration Statement shall have has become effectiveeffective or any supplement or amendment has been filed, of the issuance of any stop order, the Company and suspension of the qualification of the Parent Common Stock issuable in connection with Merger 1 for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of the parties hereto shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders Registration Statement to comply as to form and substance as to such party in all material respects with the applicable requirements of (i) the ParentExchange Act, respectively(ii) the Securities Act, and (iii) the rules and regulations of Nasdaq.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution and delivery of this Agreement, (ai) SPAC and the Company shall jointly prepare and the Company shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the SPAC Shareholders relating to the SPAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (ii) the Company and shall prepare, with the Parent shall prepare assistance of SPAC, and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectusprospectus (the “Proxy Statement/Prospectus”), in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the MergerCompany Class A Ordinary Shares. The Parent Each of SPAC and the Company will shall use its reasonable best efforts to cause the Registration Statement and Statement, including the Proxy Statement Statement/Prospectus, when filed with the SEC, to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of promulgated by the Parent and the Company shall use all commercially reasonable efforts SEC, to have or cause the Registration Statement to become declared effective (including clearing under the Proxy Statement with the SEC) Securities Act as promptly as practicable thereafterafter such filing and to keep the Registration Statement, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with including the issuance of shares of Parent Shares pursuant Proxy Statement/Prospectus, effective as long as is necessary to consummate the MergerTransactions. Without limiting the generality of the foregoing, each the Company shall reasonably cooperate with SPAC in connection with the preparation for inclusion in the Proxy Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the Parent SEC (as interpreted by the staff of the SEC). The Company also agrees to use its reasonable best efforts to obtain all necessary state Securities Laws or “blue sky” permits and approvals required to carry out the Transactions, and SPAC shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Each of SPAC and the Company agrees to use all commercially reasonable efforts, after consultation with furnish to the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) Party and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with Representatives all information concerning it and itself, its affiliatesSubsidiaries, officers, directors, officers managers, shareholders, and stockholders other equityholders and information regarding such other matters as the other may be reasonably request necessary or advisable or as may be reasonably requested in connection with the preparation of Registration Statement, including the Proxy Statement and Statement/Prospectus, any filing required pursuant to the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares Exchange Act in connection with the MergerTransactions, as or any other statement, filing, notice or application made by or on behalf of SPAC or the case may be; provided, however, that Company to any regulatory authority (including the Board of Directors of applicable Stock Exchange) in connection with the General Partner Merger and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon Transactions (the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law“Transaction Filings”). As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall SPAC will cause the Proxy Statement to be mailed to the Unitholders and SPAC Shareholders as promptly as practicable after the shareholders of Registration Statement is declared effective under the Parent, respectivelySecurities Act.