Common use of Proxy Statement; Registration Statement Clause in Contracts

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CBSI shall prepare and file the Registration Statement with the SEC, and ▇▇▇▇▇▇ shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇, 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 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. (a) As promptly as practicable after the date hereof, CBSI the Company and Parent shall prepare and file with the SEC under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, a proxy statement/prospectus (the "Proxy Statement") with respect to the Special Meeting, including a registration statement, together with all amendments and supplements thereto, if any (the "Registration Statement"), on an appropriate form for the purpose of registering under the Securities Act the offering, sale, and delivery of Parent Common Stock (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 with declared effective under the Securities Act as promptly as practicable after the filing thereof. Parent or the Company, as the case may be, shall notify the other promptly of the receipt of any comments on, or any requests for amendments or supplements to, the Proxy Statement or the Registration Statement by the SEC, and ▇▇▇▇▇▇ each shall cooperate in supply the preparation other with copies of all correspondence between it and its representatives, on the one hand, and the SEC or members of its staff, on the other, with respect to the Proxy Statement or the Registration Statement. Parent or the Company, which as the case may be, after consultation with and the consent of the other, shall include use its reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement or the Registration Statement/Prospectus to be mailed . 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 shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇, promptly after it receives notice thereof, of the time when Proxy Statement or the Registration Statement or any post-effective amendment thereto has matter pertaining to this Agreement. (b) Parent, the Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Proxy Statement or the Registration Statement if and to the extent that such information shall have become effective false or misleading in any supplement material respect, and Parent and the Company further agree to take all steps necessary to cause the Proxy Statement or amendment has been filedthe Registration Statement as so corrected to be filed with the SEC and to be disseminated promptly to holders of shares of Company Stock, of in each case as and to the issuance of extent required by applicable law. Parent shall also take any stop order, of the suspension of qualification of the CBSI Common Stock issuable action reasonably required to be taken under any applicable state securities laws in connection with the Merger for offering or sale issuance of the Parent Common Stock pursuant to the Merger, and the Company shall furnish all information concerning the Company and its stockholders as may be reasonably requested in any jurisdiction, or the initiation or threat of any proceeding for connection with any such purpose, or of any request by the SEC for the amendment or supplement of action. (c) As promptly as practicable after the Registration Statement or for additional information. Ifhas been declared effective by the SEC, 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, Company 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 mail the Proxy Statement/Prospectus included therein, such party shall promptly notify Statement to its stockholders as of the other party. To record date for 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 TimeSpecial Meeting.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CBSI shall prepare and file the Registration Statement with the SEC, and ▇▇▇▇▇▇ GNBC shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ GNBC in connection with obtaining their approval of this Agreement. CBSI shall provide, before filing with the SEC the Registration Statement or any amendment thereto, a 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 shareholders who have filed a Schedule 13D under the Exchange Act5% 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. As promptly as practicable after the date hereof, CBSI shall prepare and file the Registration Statement with the SEC, and ▇▇▇▇▇▇ Oneida shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statement/Prospectus to be mailed to 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 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 shareholders who have filed a Schedule 13D under the Exchange Act5% 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 date hereof, CBSI the Company and Parent shall prepare and file the Proxy Statement and the Registration Statement (in which the Proxy Statement will be included) with the SEC. Each of Parent and the Company shall furnish all information as may be reasonably requested by the other in connection with any such the preparation and filing of the Proxy Statement and Registration Statement. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and ▇▇▇▇▇▇ no filing of, or amendment or supplement to, the Proxy Statement will made by the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. The Company and Parent shall cooperate in the preparation of use their reasonable best efforts to cause the Registration StatementStatement to become effective under the 1933 Act as soon after such filing as practicable and to keep the Registration Statement effective as long as is necessary to consummate the Merger. Subject to Section 6.04, which the Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to its shareholders as promptly as practicable after the shareholders Registration Statement becomes effective. Each of ▇▇▇▇▇▇ the Company and Parent shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and the Registration Statement and advise one another of any oral comments received from the SEC. Each of the Company and Parent shall use its reasonable best efforts to ensure that the Registration Statement and the Proxy Statement comply in connection all material respects with obtaining their approval the rules and regulations promulgated by the SEC under the 1933 Act and the 1934 Act, respectively. (b) The Company and Parent shall make all necessary filings with respect to the Merger and the transactions contemplated hereby under the 1933 Act and the 1934 Act and applicable state “blue sky” laws and the rules and regulations thereunder. Each of this Agreement. CBSI the Company and Parent will advise ▇▇▇▇▇▇the other party, 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 the qualification of the CBSI Common Parent 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 amendment of the amendment Proxy Statement or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior to the Effective Time, any event or circumstance information relating to a party to this Agreementthe Company or Parent, or its directorsany of their respective Affiliates, officers or shareholders who have filed a Schedule 13D under the Exchange Act, shall directors should be discovered by such party the Company or Parent 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 Statement so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party hereto that discovers such party information shall promptly notify the other party. To parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent applicablerequired by law, 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 disseminated to the Effective Timeshareholders of the Company.

Proxy Statement; Registration Statement. As promptly (a) American shall prepare and file with the Commission as soon as is reasonably practicable after the date hereof, CBSI shall prepare and file the Registration Statement with the SEC, and ▇▇▇▇▇▇ shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇, 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 hereof a proxy statement in connection with the American Stockholders Meeting (the "Proxy Statement") and a proxy statement in connection with the American Stockholders Tower Meeting (the "Tower Proxy Statement"), in each case complying with applicable rules and regulations of the Commission and the DCL. (b) American shall cause American Tower to prepare and file with the Commission as soon as is reasonably practicable after the date hereof a registration statement on Form S-4 (the "Registration Statement") complying with applicable rules and regulations of the Commission. The Registration Statement shall cover the registration under the Securities Act of the shares of Tower Common Stock to be delivered as the Tower Stock Consideration or Tower Merger for offering Tower Consideration to the holders of shares of American Common Stock at the Effective Time or sale the Tower Merger Effective Time, as the case may be. (c) Mergeparty and American shall, and American shall cause American Tower to, promptly furnish to the other all information, and take such other actions, as may reasonably be requested in connection with any action taken to comply with the provisions of this Section 6.6. Each of American and Mergeparty shall, and American shall cause American Tower to, correct promptly any information provided by it to be used specifically in the Proxy Statement, the Tower Proxy Statement or the Registration Statement that shall have become false or misleading in any jurisdictionmaterial respect and shall take all steps necessary to file with the Commission and have cleared by the Commission any amendment or supplement to the Proxy Statement, the Tower Proxy Statement or the initiation Registration Statement so as to correct such Proxy Statement, such Tower Proxy Statement or threat such Registration Statement and cause it to be disseminated to the stockholders of any proceeding for any such purposeAmerican, or to the extent required by Applicable Law. Without limiting the generality of the foregoing, American shall, and American shall cause American Tower to, notify Mergeparty promptly of the receipt of the comments of the Commission and of any request by the SEC Commission for amendments or supplements to the amendment Proxy Statement, the Tower Proxy Statement or supplement of the Registration Statement Statement, or for additional information. If, at any time prior and shall supply Mergeparty with copies of all correspondence between it or its representatives, on the one hand, and the Commission or members of its staff, on the other hand, with respect to the Effective TimeProxy Statement, the Tower Proxy Statement or the Registration Statement. Whenever 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 occurs which should be set forth described in an amendment or a supplement to the Registration Proxy Statement, the Tower Proxy Statement or the Proxy Registration 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 forAmerican shall, and American shall use reasonable best efforts to obtaincause American Tower to, approval to list upon learning of such event, promptly prepare, file and clear with the shares of CBSI Common Stock to be issued in the Merger on the NYSECommission and, subject to official notice of issuance, if prior to the Effective Time, mail to the holders of shares of American Common Stock such amendment or supplement; provided, however, that, prior to such mailing, (i) American shall, and American shall cause American Tower to, consult with Mergeparty with respect to such amendment or supplement, (ii) shall afford Mergeparty reasonable opportunity to comment thereon, and (iii) each such amendment or supplement shall be reasonably satisfactory to Mergeparty.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the date hereofexecution of this Agreement, CBSI Parent and the Company shall prepare the Proxy Statement and the Registration Statement, the Company shall file the Registration Proxy Statement with the SEC, and ▇▇▇▇▇▇ Parent shall file the Registration Statement (in which the Proxy Statement shall be included) with the SEC, and Parent and the Company shall cooperate with each other and use their respective reasonable best efforts in connection with the preparation of foregoing. In addition, Parent and the Company shall use their respective reasonable best efforts to cause the Registration Statement, which shall include Statement to become effective under the Securities Act and the Proxy Statement/Prospectus Statement to be cleared by the SEC, in each case as soon after such filing as practicable, and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders Company’s stockholders as promptly as practicable after the Registration Statement becomes effective. Parent and the Company shall promptly provide to each other copies of, consult with each other regarding and together prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement or the Registration Statement and shall advise each other of ▇▇▇▇▇▇ any oral SEC comments. The Registration Statement and the Proxy Statement shall comply as to form in connection all material respects with obtaining their approval of this Agreementthe Securities Act and the Exchange Act, respectively. (b) Parent and the Company shall make all necessary filings with respect to the Merger and the other transactions contemplated hereby under the Securities Act, the Exchange Act and applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder. CBSI will Parent and the Company shall advise ▇▇▇▇▇▇the other party, promptly after it receives receipt of notice thereof, of the time when of the effectiveness of the Registration Statement or any post-effective amendment thereto has become effective or Statement, the filing of any supplement or amendment has been filedthereto, of the issuance of any stop orderorder relating thereto, of the suspension of the qualification of the CBSI Common Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding SEC request for any such purpose, amendment to the Proxy Statement or of any request by the SEC for the amendment or supplement of the Registration Statement Statement, SEC comments thereon and each party’s responses thereto or SEC request for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by the Company or Parent which are incorporated by reference in the Proxy Statement and/or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (c) If, at any time prior to the Effective Time, Parent or the Company should discover any event or circumstance information relating to a party to this Agreementeither party, or its directorsany of their respective Affiliates, officers or shareholders who have filed a Schedule 13D under the Exchange Actdirectors, 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 , so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such party information shall promptly notify the other party. To party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent applicablerequired by Applicable Law, 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 disseminated to the Effective Time.stockholders of the Company. Table of Contents

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CBSI shall prepare and file the Registration Statement with the SEC, and ▇▇▇▇▇▇ First Liberty shall cooperate in the preparation of the Registration Statement, which shall include the Joint Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ First Liberty and the 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 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 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 shareholders who have filed a Schedule 13D under the Exchange Act5% 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. As promptly as practicable after the date hereof, CBSI shall prepare CFX and file the Registration Statement with the SEC, and ▇▇▇▇▇▇ Community shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statement/Prospectus Statements to be mailed to the shareholders of ▇▇▇▇▇▇ Community and CFX in connection with obtaining their approval the Transactions and, if required, to be filed by CFX as part of this Agreementthe Registration Statement. CBSI 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 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 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 CFX Common Stock issuable in connection with the Merger 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. IfCFX, at any time prior to after the Effective Time, any event or circumstance relating to Date shall file 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 post- effective amendment or a supplement to the Registration Statement or shall file a registration statement, as appropriate, either with respect to the Proxy Statement/Prospectus included thereinsale 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 party shall promptly notify the other partyoptionees may agree. To the extent applicable, CBSI CFX shall take all actions necessary to register or qualify the shares of CBSI CFX Common Stock to be issued in the Merger 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. CBSI CFX shall apply for, and shall use reasonable best efforts to obtain, for approval to list the shares of CBSI CFX Common Stock to be issued in the Merger Share Exchange on the NYSEAMEX, subject to official notice of issuance, prior to the Effective TimeDate.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreement, DSAC and the Company shall prepare, and DSAC shall file with the SEC, (i) a preliminary proxy statement in connection with the Merger to be filed as part of the Registration Statement and sent to the Pre-Closing DSAC Holders relating to the DSAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. DSAC and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives, advisers and counsel in the preparation of the Proxy Statement and the Registration Statement. DSAC shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement 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 after the date hereof, CBSI shall prepare filing thereof and file to keep the Registration Statement effective as long as is necessary to consummate the Merger. (b) DSAC shall, as promptly as practicable, notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. DSAC shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and include all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. DSAC shall use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Merger, and ▇▇▇▇▇▇ the Company shall cooperate promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of DSAC and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the preparation Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of DSAC and the Company or their respective Subsidiaries, as applicable, to the SEC or the NASDAQ in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement“Offer Documents”). CBSI DSAC will advise ▇▇▇▇▇▇the Company, promptly (under the circumstances) after it DSAC 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 order or the suspension of the qualification of the CBSI DSAC Ordinary Shares or the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. . (c) Without limiting the generality of (b), the Company shall promptly furnish to DSAC for inclusion in the Proxy Statement and the Registration Statement audited financial statements of the Company and its Subsidiaries as of, and for the twelve months ended, December 31, 2020 and December 31, 2019, in each case prepared in accordance with GAAP and Regulation S-X and audited in accordance with PCAOB auditing standards by a PCAOB- qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act (the “Audited Financial Statements”), together with auditor’s reports and consents to use such financial statements and reports. (d) Each of DSAC and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing DSAC Holders, or at the time of the DSAC Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any event or circumstance information relating to a party to this AgreementDSAC, the Company, or its directorsany of their respective Subsidiaries, officers Affiliates, directors or shareholders who have filed a Schedule 13D under officers, as applicable, or the Exchange Act, shall be Holders is discovered by such party that pursuant to the Securities Act any of DSAC or the Exchange Act should Company and is required to be set forth in an amendment or a supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus included statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such party information shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register parties and an appropriate amendment 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 supplement describing 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 NYSEinformation shall, subject to official notice the other provisions of issuancethis Section 9.04, prior be promptly filed by DSAC with the SEC and, to the Effective Timeextent required by Applicable Law, disseminated to the Pre-Closing DSAC Holders.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereofexecution of this Agreement, CBSI Target and Acquiror shall prepare proxy materials relating to the adoption and approval of this Agreement and the Merger and the other transactions contemplated hereby by the shareholders of Target and, as promptly as practicable, Acquiror shall file the Registration Statement with the SEC, and ▇▇▇▇▇▇ shall cooperate in the preparation of SEC the Registration Statement, which complies in form in all material respects with applicable law and SEC requirements and each of Target and Acquiror shall include use all commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable. Each of Target and Acquiror shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement/Prospectus Statement to be mailed to the 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 obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇, 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 purposeaction and the preparation, or of any request by the SEC for the amendment or supplement filing and distribution of the Registration Statement or for additional informationand the Proxy Statement. If, at Each of Target and Acquiror shall promptly notify the other upon the receipt of any time prior to comments from the Effective Time, any event or circumstance relating to a party to this Agreement, SEC or its directors, officers staff or shareholders who have filed a Schedule 13D under any request from the Exchange Act, shall be discovered by such party that pursuant to the Securities Act SEC or the Exchange Act should be set forth in an amendment its staff for amendments or a supplement supplements to the Registration Statement or the Proxy Statement/Prospectus included therein, such party Statement and shall promptly notify provide the other party. To with copies of all correspondence between it and its representatives, on 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 forone hand, and shall use reasonable best efforts to obtainthe SEC and its staff, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuanceother hand. Notwithstanding the foregoing, prior to filing the Effective TimeRegistration 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 following the date hereofExecution Date, CBSI Parent shall prepare and file with the SEC a Registration Statement on Form S-4, in which the Proxy Statement shall be included as a prospectus, and shall use commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Parent shall obtain and furnish the information required to be included in the Registration Statement and, after consultation with the Company, respond promptly to any comments made by the SEC with respect to the Registration Statement (which comments shall promptly be furnished to the Company) and cause the prospectus included therein, including any amendment or supplement thereto, to be mailed to the stockholders of the Company at the earliest practicable date after the Registration Statement is declared effective by the SEC, provided that no amendment or supplement to the Registration Statement will be made by Parent without consultation with the Company and its counsel. (b) The Company shall (i) as promptly as practicable following the Execution Date, cooperate in Parent's preparation of a preliminary proxy or information statement relating to the Merger and this Agreement, (ii) obtain and furnish the information required to be included by the SEC in the Proxy Statement, (iii) cause the Proxy Statement and the prospectus to be included in the Registration Statement, including any amendment or supplement thereto, to be mailed to its stockholders at the earliest practicable date after the Registration Statement is declared effective by the SEC, and ▇▇▇▇▇▇ (iv) use all reasonable efforts to obtain the necessary approval of the Merger and this Agreement by its stockholders. The Company shall cooperate not file with or supplementally provide to the SEC or mail to its stockholders the Proxy Statement or any amendment or supplement thereto without Parent's prior consent. The Company shall allow Parent's full participation in the preparation of the Registration Statement, which Proxy Statement and any amendment or supplement thereto and shall consult with Parent and its advisors concerning any comments from the SEC with respect thereto. (c) The Proxy Statement shall include the Proxy Statement/Prospectus to be mailed recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger by the stockholders of the Company, except to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval extent that the Company shall have withdrawn or modified its recommendation of this Agreement. CBSI will advise ▇▇▇▇▇▇Agreement or the Merger. (d) Parent and the Company shall, as promptly after it receives notice thereofas practicable, 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 make all necessary filings with respect to 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 and the Exchange Act should be set forth in an amendment and the Regulations thereunder and under applicable Blue Sky 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 similar securities laws and shall maintain such registrations or qualifications in effect for all purposes hereof. CBSI shall apply forLaws, and shall use undertake all 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 Timeobtain required Approvals with respect thereto.

Proxy Statement; Registration Statement. (a) As soon as reasonably practicable following a Change in Structure Event, each of the Company and Parent shall prepare and file with the SEC the Proxy Statement in preliminary form and Parent shall prepare and file with the SEC any amendments necessary to the Registration Statement to reflect the Change in Structure Event. Each of the Company, Parent and Merger Sub shall use their reasonable best efforts to respond as promptly as practicable to any comments 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 as promptly as practicable following the filing thereof. Following a Change in Event Structure, as promptly as practicable after the date hereof, CBSI shall prepare and file the Registration Statement with shall have become effective, the SEC, Company shall distribute the Proxy Statement to its stockholders. The Company and ▇▇▇▇▇▇ Parent shall cooperate in notify the preparation other promptly of the Registration Statement, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇, 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 receipt of any stop order, of comments from the suspension of qualification of the CBSI Common Stock issuable in connection with the Merger for offering SEC or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purpose, or its staff and of any request by the SEC or its staff for the amendment amendments or supplement of supplements to the Registration Statement or Proxy Statement or for additional informationinformation and shall supply the other with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the 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. IfParent 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, Time there shall occur (i) 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 with respect to the Securities Act Company or any of its Subsidiaries or with respect to other information supplied by the Company for inclusion in the Registration Statement or the Exchange Act should be set forth 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 an amendment or a supplement to the Registration Statement or the Proxy Statement/Prospectus included therein, 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 party event shall be so described and such amendment or supplement shall be promptly notify filed with the SEC and, as required by law, disseminated to the stockholders of the Company. No filing of, or 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 partyparty the opportunity to review and comment thereon. (b) As soon as reasonably practicable following the Acceptance Date, if the adoption of the Agreement by the Company’s stockholders is required by applicable Law to consummate the Merger, the Company shall prepare and file with the SEC an Information Statement pursuant to Regulation 14C (the “Information Statement”) in preliminary form. To The Company shall use its reasonable best efforts to have the extent applicableInformation Statement cleared by the SEC as promptly as practicable following the filing thereof and shall respond as promptly as practicable to any comments of the SEC or its staff with respect thereto. As promptly as practicable after filing with the SEC, CBSI the Company shall take distribute the Information Statement to its stockholders. The Company shall notify Parent 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 Information Statement or for additional information and shall supply Parent with copies of all actions correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. Parent and Merger Sub shall cooperate with the Company and provide to the Company all information necessary in order to register prepare the Information Statement, and shall provide promptly to the Company any information such party may obtain that could necessitate amending the Information Statement. If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or qualify any of its Subsidiaries or with respect to other information supplied by the shares Company for inclusion in the Information Statement or (ii) any event with respect to Parent or any of CBSI Common Stock its Subsidiaries or with respect to other information supplied by Parent for inclusion in the Information Statement, which event is required to be issued described in an amendment of, or a supplement to, the Merger pursuant Information 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 all applicable state “blue sky” or securities laws the stockholders of the Company. (c) Each of Parent and shall maintain such registrations or qualifications in effect for all purposes hereof. CBSI shall apply for, and the Company shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock cause to be issued in delivered to the Merger on other a “comfort letter” of its independent auditors, dated the NYSE, subject to official notice of issuance, date two business days prior to the Effective Timedate on which the Registration Statement becomes effective (whether or not after a Change in Structure Event).

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreement, Silver Spike and the Company shall prepare, and Silver Spike shall file with the SEC, (i) a preliminary proxy statement in connection with the Merger to be filed as part of the Registration Statement and sent to the Pre-Closing Silver Spike Holders relating to the Silver Spike Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. Silver Spike and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. Silver Spike shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement 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 after the date hereof, CBSI shall prepare filing thereof and file to keep the Registration Statement effective as long as is necessary to consummate the Merger. (b) Silver Spike shall as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. Silver Spike shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. Silver Spike shall use commercially reasonable efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Merger, and ▇▇▇▇▇▇ each of the Company and the Holder Representative shall cooperate promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of Silver Spike, the Company and the Holder Representative shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the preparation Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Silver Spike, the Company and the Holder Representative or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement“Offer Documents”). CBSI Silver Spike will advise ▇▇▇▇▇▇the Company and the Holder Representative, promptly after it Silver Spike 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 order or the suspension of the qualification of the CBSI Silver Spike Ordinary Shares or the Surviving Pubco Class A Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. . (c) Without limiting the generality of ‎Section 9.05(b), the Company and the Holder Representative shall promptly furnish to Silver Spike for inclusion in the Proxy Statement and the Registration Statement, (i) with respect to the Audited Financial Statements, auditor’s reports and consents to use such financial statements and reports, (ii) unaudited financial statements of the Company and its Subsidiaries as of and for the nine months ended September 30, 2020 and September 30, 2019 prepared in accordance with GAAP and Regulation S-X and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105 and (iii) if the Registration Statement has not been declared effective prior to February 16, 2021, audited financial statements of the Company and its Subsidiaries as of and for the year ended December 31, 2020, prepared in accordance with GAAP and Regulation S-X and audited by the Company’s independent auditor (the “2020 Audited Financial Statements”). (d) Each of Silver Spike, the Company and the Holder Representative shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing Silver Spike Holders, or at the time of the Silver Spike Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any event or circumstance information relating to a party to this AgreementSilver Spike, the Company, or its directorsany of their respective Subsidiaries, officers Affiliates, directors or shareholders who have filed a Schedule 13D under officers, as applicable, or the Exchange Act, shall be Holders is discovered by such party that pursuant to the Securities Act any of Silver Spike or the Exchange Act should Company and is required to be set forth in an amendment or a supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus included statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such party information shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register parties and an appropriate amendment 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 supplement describing 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 NYSEinformation shall, subject to official notice the other provisions of issuancethis ‎Section 9.05, prior be promptly filed by Silver Spike with the SEC and, to the Effective Timeextent required by Law, disseminated to the Pre-Closing Silver Spike Holders.

Proxy Statement; Registration Statement. (a) As promptly as reasonably practicable after the date of this Agreement, BSAQ and the Company shall prepare, and the Company shall file with the SEC the Registration Statement, in which a preliminary proxy statement in connection with the Merger to be sent to the Pre-Closing BSAQ Holders among other things, relating to the BSAQ Extraordinary General Meeting in accordance with and as required by the BSAQ Governing Document, Applicable Law, and any applicable rules and regulations of the SEC and the applicable Qualified Stock Exchange (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals will be included as a prospectus. BSAQ and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. BSAQ and the Company shall use their commercially reasonable efforts to cause the Proxy Statement and the Registration Statement to comply with the rules and regulations promulgated by the SEC, respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement and the Registration Statement, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the date hereof, CBSI shall prepare filing thereof and file to keep the Registration Statement effective as long as is necessary to consummate the Merger and the other Transactions. (b) BSAQ shall, as promptly as practicable, notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information, in each case, which is not simultaneously received by the Company. BSAQ shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and include all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. BSAQ and the Company shall use commercially reasonable efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Merger, and ▇▇▇▇▇▇ the Company and BSAQ shall cooperate promptly furnish all information concerning the Company and BSAQ, respectively, as may be reasonably requested in connection with any such action. (c) Each of BSAQ and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and shareholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the preparation Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of BSAQ and the Company or their respective Subsidiaries, as applicable, to the SEC or any applicable Qualified Stock Exchange in connection with the Merger and the other transactions contemplated hereby (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, which the “Offer Documents”). (d) The Company shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇notify BSAQ, promptly after it the Company 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 order or the suspension of the qualification of the CBSI Common Stock issuable in connection with Company Ordinary Shares or other securities of the Merger Company for offering or sale in any jurisdiction, or of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. The Company shall provide BSAQ with a reasonable opportunity to review and comment on the Proxy Statement and the Registration Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by BSAQ in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. BSAQ and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC with respect to the Proxy Statement, the Registration Statement or the other Offer Documents and any amendment filed in response thereto. (e) Each of BSAQ and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by it or on its behalf for inclusion or incorporation by reference in (i) the Proxy Statement will, as of the date it is first mailed to the Pre-Closing BSAQ Holders, or at the time of the BSAQ Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Merger Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (f) If, at any time prior to the Merger Effective Time, any event or circumstance information relating to a party to this AgreementBSAQ, the Company, or its directorsany of their respective Subsidiaries, officers Affiliates, directors or shareholders who have filed a Schedule 13D under officers, as applicable, or the Exchange Act, shall be Company Shareholders is discovered by such party that pursuant to the Securities Act any of BSAQ or the Exchange Act should Company and is required to be set forth in an amendment or a supplement to either the Proxy Statement or the Registration Statement, so that the Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus included statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such party information shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register parties and an appropriate amendment 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 supplement describing 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 NYSEinformation shall, subject to official notice the other provisions of issuancethis Section 9.04, prior be promptly filed by the Company with the SEC and, to the Effective Timeextent required by Applicable Law, disseminated to the Pre-Closing BSAQ Holders.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the date hereofexecution of this Agreement, CBSI UCU and the Company shall prepare cooperate in preparing and file filing with the SEC the Proxy Statement and the Registration Statement (in which the Proxy Statement will be included). UCU and the Company shall use their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and UCU shall also take such action as may be reasonably required to cause the shares of UCU Common Stock issuable in connection with the SEC, Merger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws. Each of the Company and ▇▇▇▇▇▇ UCU shall cooperate furnish all information concerning itself that is required or customary for inclusion in the preparation of Proxy Statement and the Registration Statement. No representation, which covenant or agreement contained in this Agreement is made by the Company or UCU with respect to information supplied by the other for inclusion in the Proxy Statement or the Registration Statement. The Company and UCU shall take such actions as may be reasonably required to cause the Proxy Statement and the Registration Statement to comply as to form in all material respects with the Securities Act and the Exchange Act. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 6.01(b). The Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to its stockholders, as promptly as practicable after the shareholders of ▇▇▇▇▇▇ in connection Registration Statement becomes effective. (b) UCU and the Company shall make all necessary filings with obtaining their approval of this Agreementrespect to the Merger and the transactions contemplated thereby under the Securities Act and the Exchange Act and applicable state blue sky laws and the rules and regulations thereunder. CBSI No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be made by UCU or the Company without providing the other party the opportunity to review and comment thereon. UCU or the Company will advise ▇▇▇▇▇▇the other party, 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 the qualification of the CBSI UCU 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 amendment of the amendment Proxy Statement or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, If at any time prior to the Effective Time, Time any event or circumstance information relating to a party to this AgreementUCU or the Company, or its directorsany of their respective affiliates, officers or shareholders who have filed a Schedule 13D under the Exchange Actdirectors, shall should be discovered by such party that pursuant to the Securities Act UCU or the Exchange Act Company which should be set forth in an amendment or a supplement to any of the Registration Statement or the Proxy Statement/Prospectus included , so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such party information shall promptly notify the other party. To party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent applicablerequired by law, CBSI shall take all actions necessary disseminated to register or qualify the shares stockholders of CBSI Common Stock to be issued in UCU and 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 Company. (c) The Company shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock cause to be issued delivered to the Company and UCU a letter of PricewaterhouseCoopers LLP dated a date within two (2) business days before the effective date of the Registration Statement and addressed to the Company and UCU, in form and substance reasonably satisfactory to the Company and UCU and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (d) UCU shall use best efforts to cause to be delivered to the Company and UCU a letter of Arthur Andersen LLP dated a date within two (2) business days befo▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇e date of the Registration Statement and addressed to UCU and the Company, in form and substance reasonably satisfactory to UCU and the Company and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (e) It shall be a condition to the mailing of the Proxy Statement to the stockholders of the Company that the Company shall have received an opinion from Salomon Smith Barney Inc., dated the date of the Proxy Statement, ▇▇ ▇▇▇ ▇▇▇▇▇▇ that, as of the date thereof, the Merger on the NYSE, subject to official notice of issuance, prior Consideration is fair to the Effective Timeholders of Company Common Stock.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, and in any event within thirty (30) days of the date hereofof the Agreement, CBSI shall the Company will prepare the Proxy Statement, and Parent will prepare and file with the SEC the Registration 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 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 SEC, other’s counsel and ▇▇▇▇▇▇ shall cooperate auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Parent and the Company will respond to any comments from the SEC, and will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. Parent shall furnish all information concerning it and the holders of its capital stock as the 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/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 or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 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 include 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/Prospectus Statement or Registration Statement to the extent such amendment or supplement is required to be mailed 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 shareholders 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 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in connection accordance with obtaining their approval the terms of this AgreementSection 5.3(d). CBSI The Company and Parent each will advise ▇▇▇▇▇▇, the other 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 the qualification of the CBSI Parent Common Stock issuable in connection with the Merger 1 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 amendment of the amendment Proxy Statement or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior Each of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with 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 applicable requirements of (i) the Exchange Act, shall be discovered by such party that pursuant to (ii) 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 forAct, and shall use reasonable best efforts to obtain, approval to list (iii) the shares rules and regulations of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, prior to the Effective TimeNasdaq.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the date hereofexecution and delivery of this Agreement and delivery of the PCAOB Financials, CBSI (i) Holdco, the Company and SPAC shall prepare and Holdco shall file with the SEC the 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/Prospectus will be included, in connection with the registration under the Securities Act of the Holdco Ordinary Shares and Holdco Warrants to be issued in the Merger. Each Party shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus to comply with the applicable rules and regulations promulgated by the SEC, including providing any necessary opinions of counsel, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after 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 cooperate furnish all information as may be reasonably requested by the other Parties in connection with any such action and the preparation preparation, filing and distribution of the Registration Statement and the Proxy Statement/Prospectus; provided, which however, that no Party shall include use any such information for any purposes other than those contemplated by this Agreement unless such Party obtains the prior written consent of the 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 Company shall furnish all information concerning the Company and the Company Subsidiaries as may be reasonably requested in connection with any such action; provided that, without the prior written consent of the Company, SPAC shall not use any such information for any purposes other than to obtain necessary state securities law or “Blue Sky” permits and approvals. (b) As promptly as practicable after the Registration Statement shall have become effective, SPAC shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to the shareholders SPAC Shareholders as of ▇▇▇▇▇▇ the record date for the SPAC Shareholders’ Meeting. No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement/Prospectus will be made (in connection each case including documents incorporated by reference therein) by SPAC, the Company or Holdco without providing the other with obtaining a reasonable opportunity to review and comment thereon and each Party shall give reasonable and good faith consideration to any comments made by any other Party and their approval counsel. Each of SPAC, the Company and Holdco will be given a reasonable opportunity to participate in the response to any SEC comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with SPAC, the Company or Holdco or their counsel in any discussions or meetings with the SEC. SPAC shall comply with all applicable rules and regulations promulgated by the SEC, any applicable rules and regulations of Nasdaq, SPAC Organizational Documents, and this Agreement. CBSI Agreement in the preparation, filing and distribution of the Proxy Statement/Prospectus, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholders’ Meeting and the Redemption. (c) If at any time prior to the Merger Effective Time, any information relating to SPAC, the Company or Holdco or any of their respective affiliates, directors or officers, should be discovered by SPAC, the Company or Holdco which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the SPAC Shareholders. (d) Each of SPAC, the Company and Holdco will advise ▇▇▇▇▇▇, the other Parties promptly after it receives notice any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statement, as applicable, or comments thereon and responses thereto, any oral or written comments or requests in relation to the SPAC Shareholders’ Meeting or the Redemption, or requests by the SEC for additional information and each Party will promptly provide the other with copies of any written communication between it or any of its Representatives, on the one hand, and the SEC, any state securities commission or their respective staffs, on the other hand, with respect to the Proxy Statement/Prospectus, the Registration Statement, the Exchange, the Merger, the SPAC Shareholders’ Meeting or the Redemption. SPAC, the Company and Holdco shall use their respective reasonable best efforts, after consultation with each other, to resolve all such requests or comments with respect to the Proxy Statement/Prospectus, the Registration Statement, the SPAC Shareholders’ Meeting or the Redemption, as applicable, as promptly as reasonably practicable after receipt thereof. (e) Without limiting the generality of the foregoing, each of SPAC, the Company and Holdco shall cooperate with each other in the preparation of each of the Proxy Statement/Prospectus and the Registration Statement, and each of the Company and SPAC shall furnish Holdco with all information concerning it and its affiliates as the providing Party (after consulting with counsel) may deem reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus or the Registration Statement, as applicable. (f) SPAC, the Company and Holdco shall notify each other promptly of the time when the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filedeffective, of the issuance of any stop order, order or suspension of the suspension of qualification of the CBSI Common Stock Holdco Ordinary Shares or Holdco Warrants issuable in connection with the Merger for offering or sale in any jurisdiction, or of the initiation or threat receipt of any proceeding for any such purpose, comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the amendment Proxy Statement/Prospectus 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. (a) As promptly as reasonably practicable after the date of this Agreement, but in any event within thirty (30) Business Days following the date hereof, Monocle and the Company shall prepare and Monocle shall file with the SEC (i) a proxy statement in connection with the Mergers to be filed as part of the Registration Statement and sent to the Pre-Closing Monocle Holders relating to the Monocle Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. Monocle or NewCo, the Company and the Holder Representative agree to use commercially reasonable efforts to cooperate, and to use commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. Monocle and NewCo shall use their reasonable best efforts to cause the Proxy Statement and the Registration Statement 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 after the date hereof, CBSI shall prepare filing thereof and file to keep the Registration Statement effective as long as is necessary to consummate the Mergers. (b) Monocle and NewCo shall as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. Monocle and NewCo shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. Monocle and NewCo also agree to use their reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Mergers, and ▇▇▇▇▇▇ each of the Company and the Holder Representative shall cooperate promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of Monocle, NewCo, the Company and the Holder Representative agrees to use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the preparation Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of Monocle, NewCo, the Company and the Holder Representative or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Mergers (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, the “Offer Documents”). Without limiting the generality of the foregoing, the Company and the Holder Representative shall promptly furnish to Monocle or NewCo for inclusion in the Proxy Statement and the Registration Statement, which shall include PCAOB audited consolidated financial statements of the Proxy Statement/Prospectus Company and its Subsidiaries for the years ended December 31, 2018 and December 31, 2017, prepared by a PCAOB qualified auditor, together with such auditor’s reports and consents to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreementuse such financial statements and reports. CBSI Monocle and NewCo will advise ▇▇▇▇▇▇the Company and the Holder Representative, promptly after it Monocle or NewCo 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 order or the suspension of the qualification of the CBSI Monocle Common Stock issuable in connection with or the Merger NewCo Common Stock for offering or sale in any jurisdiction, or of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. . (c) Each of Monocle, NewCo, the Company and the Holder Representative shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (A) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing Monocle Holders, or at the time of the Monocle Stockholders’ Meeting, or (B) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (d) If, at any time prior to the Effective Time, in the case of the Proxy Statement or the Registration Statement any event or circumstance information relating to a party to this AgreementMonocle, NewCo or the Company any of their respective Subsidiaries, Affiliates, directors or officers, as applicable, or its directors, officers or shareholders who have filed a Schedule 13D under the Exchange Act, shall be Company Stockholders is discovered by such party that pursuant to the Securities Act any of Monocle, NewCo or the Exchange Act should Company and is required to be set forth in an amendment or a supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus included statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such party information shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register parties and an appropriate amendment 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 supplement describing 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 NYSEinformation shall, subject to official notice the other provisions of issuancethis Section 9.3, prior be promptly filed by Monocle with the SEC and, to the Effective Timeextent required by Law, disseminated to the Pre-Closing Monocle Holders.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the execution of this Agreement (but in any event no longer than the latest of (i) thirty (30) days from the date hereofParent's Quarterly Report on Form 10-Q for the period ended June 30, CBSI 2001 is filed with the SEC and (ii) the 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 the Registration Statement with the SEC, and ▇▇▇▇▇▇ shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statement/Prospectus to be mailed preliminary proxy materials relating to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇, 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 orderthe Parent Common Stock underlying the Parent Preferred Stock and the 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 definitive proxy materials related thereto. Company and Parent will notify each other promptly 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 receipt of any proceeding for any such purpose, comments from the 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 amendment Proxy Statement or supplement of the Registration Statement any other filing or for additional information. Ifinformation and will supply each other with copies of all correspondence between such party or any of its representatives, at any time prior to on the Effective Timeone hand, any event or circumstance relating to a party to this Agreementand the SEC, or its directorsstaff or any other government officials, officers or shareholders who have filed a Schedule 13D under on the Exchange Actother hand, shall be discovered by such party that pursuant with respect to the Securities Act Proxy Statement or the Exchange Act should other filing. Whenever any event occurs that is required to be set forth in an amendment or a supplement to the Registration Proxy Statement or any other filing, each party hereto shall promptly inform the Proxy Statement/Prospectus included thereinother of such occurrence and cooperate in Parent's filing with the SEC or its staff or any other government officials, and/or mailing to Shareholders of Parent, such party amendment or supplement. The Proxy Statement shall promptly notify include reference to the other party. To recommendation of the extent applicable, CBSI shall take all actions necessary to register or qualify Board of Directors of Company in favor of the shares issuance of CBSI the Parent Common Stock to be issued in and 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 transactions contemplated hereby. (b) Parent shall use its reasonable best efforts to obtainfile with the SEC as soon as practicable after the Effective Time of the Merger, approval but in no event later than the first business day following the filing with the SEC of a post-Merger current report on Form 8-K by Parent, the Registration Statement for an offering to list be made on a continuous basis pursuant to Rule 415 covering the resale of the shares of CBSI Parent Common Stock underlying the Parent Preferred Stock and the shares underlying the Warrants. Parent shall use its reasonable best efforts to cause such Registration Statement to be issued in the Merger on the NYSE, subject to official notice of issuance, prior declared effective pursuant to the Effective TimeSecurities Act as promptly as practicable following the filing thereof. Parent shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act thereafter for the period ending one year after the date such Registration Statement has been declared effective (the "Effectiveness Period"). The Registration Statement shall be on Form S-1 under the Securities Act or such successor or other appropriate form permitting registration of restricted securities for resale in open market transactions (with or without the use of one or more brokers). During the Effectiveness Period, Parent shall use its reasonable best efforts to keep the Registration Statement continuously effective by supplementing and amending such Registration Statement as required by the rules, regulations or instructions applicable to the registration form used for such Registration Statement if required by the Securities Act.

Proxy Statement; Registration Statement. (a) As promptly as practicable after execution of this Agreement, PASW and SES shall prepare and PASW shall file the Proxy Statement, together with any other documents required by the Securities Act or the Exchange Act in connection with the Amalgamation and the other transactions contemplated hereby. As promptly as practicable after the date hereofProxy Statement is cleared by the SEC, CBSI PASW shall prepare and cause the Proxy Statement to be mailed PASW's securityholders entitled to vote. As promptly as practicable, PASW shall file the Registration Statement with and PASW and SES shall use their best efforts to cause the SECRegistration Statement to become effective immediately after the PASW Stockholders Meeting. If such Registration Statement is filed and becomes effective, and ▇▇▇▇▇▇ shall cooperate in PASW will use its best efforts to maintain the preparation effectiveness of the Registration Statement, which Statement for so long as any Exchangeable Shares remain outstanding or until such earlier time as PASW shall include the Proxy Statement/Prospectus to be mailed have received a written opinion of its outside counsel to the shareholders effect that the holders of ▇▇▇▇▇▇ Exchangeable Shares may exchange such shares for freely tradeable shares of PASW Common Stock without registration under the Securities Act. (b) Each party shall promptly furnish to the other party all information concerning such party as may be reasonably required in connection with obtaining their approval of any action contemplated by this AgreementSection 2.3. CBSI will advise ▇▇▇▇▇▇, promptly after it receives notice thereof, of the time when The Proxy Statement and the Registration Statement or any post-effective amendment thereto has become effective or any supplement or amendment has been filed, shall comply in all material respects with all applicable requirements of law. PASW will notify SES promptly of the issuance receipt of any stop order, of comments from 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 SEC and of any request by the SEC for amendments or supplements to the amendment Proxy Statement or supplement of the Registration Statement Statement, or for additional information. If, at any time prior and will supply SES with copies of all correspondence with the SEC with respect to the Effective Time, Proxy Statement or the Registration Statement. Whenever 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 occurs which should be set forth in an amendment or a supplement to the Registration Proxy Statement or the Proxy Registration Statement/Prospectus included therein, PASW or SES, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC, and/or mailing to securityholders entitled to vote of PASW, such party shall promptly notify the other party. To the extent applicableamendment or supplement. (c) PASW, CBSI AcquireCo and SES shall take all actions necessary any action required to be taken under any applicable provincial or state securities laws (including "blue sky" laws) in connection with the issuance of the Exchangeable Shares, PASW Common Stock and the Amalgamation; provided, however, that with respect to the blue sky and Canadian provincial qualifications, neither PASW nor SES shall be required to register or qualify as a foreign corporation or reporting issuer where any such entity is not now so registered or qualified or consent to service of legal process in any jurisdiction, except as to matters and transactions arising solely from the shares offer and sale of CBSI the PASW Common Stock to be issued in or 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 issuance of 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 TimeExchangeable Shares.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the date hereofexecution of this Agreement, CBSI UCU and the Company shall prepare cooperate in preparing and file filing with the SEC the Proxy Statement and the Registration Statement (in which the Proxy Statement will be included). UCU and the Company shall use their reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and UCU shall also take such action as may be reasonably required to cause the shares of UCU Common Stock issuable in connection with the SEC, Merger to be registered or to obtain an exemption from registration under applicable state "blue sky" or securities laws. Each of the Company and ▇▇▇▇▇▇ UCU shall cooperate furnish all information concerning itself that is required or customary for inclusion in the preparation of Proxy Statement and the Registration Statement. No representation, which covenant or agreement contained in this Agreement is made by the Company or UCU with respect to information supplied by the other for inclusion in the Proxy Statement or the Registration Statement. The Company and UCU shall take such actions as may be reasonably required to cause the Proxy Statement and the Registration Statement to comply as to form in all material respects with the Securities Act and the Exchange Act. The Proxy Statement shall include the recommendation of the Board of Directors of the Company in favor of approval and adoption of this Agreement and the Merger, except to the extent the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement and the Merger as permitted by Section 6.01(b). The Company shall use reasonable best efforts to cause the Proxy Statement/Prospectus Statement to be mailed to its stockholders, as promptly as practicable after the shareholders of ▇▇▇▇▇▇ in connection Registration Statement becomes effective. (b) UCU and the Company shall make all necessary filings with obtaining their approval of this Agreementrespect to the Merger and the transactions contemplated thereby under the Securities Act and the Exchange Act and applicable state blue sky laws and the rules and regulations thereunder. CBSI No filing of, or amendment or supplement to, the Registration Statement or the Proxy Statement will be made by UCU or the Company without providing the other party the opportunity to review and comment thereon. UCU or the Company will advise ▇▇▇▇▇▇the other party, 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 the qualification of the CBSI UCU 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 amendment of the amendment Proxy Statement or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, If at any time prior to the Effective Time, Time any event or circumstance information relating to a party to this AgreementUCU or the Company, or its directorsany of their respective affiliates, officers or shareholders who have filed a Schedule 13D under the Exchange Actdirectors, shall should be discovered by such party that pursuant to the Securities Act UCU or the Exchange Act Company which should be set forth in an amendment or a supplement to any of the Registration Statement or the Proxy Statement/Prospectus included , so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such party information shall promptly notify the other party. To party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent applicablerequired by law, CBSI shall take all actions necessary disseminated to register or qualify the shares stockholders of CBSI Common Stock to be issued in UCU and 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 Company. (c) The Company shall use reasonable best efforts to obtain, approval to list the shares of CBSI Common Stock cause to be issued delivered to the Company and UCU a letter of PricewaterhouseCoopers LLP dated a date within two (2) business days before the effective date of the Registration Statement and addressed to the Company and UCU, in form and substance reasonably satisfactory to the Company and UCU and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (d) UCU shall use best efforts to cause to be delivered to the Company and UCU a letter of Arthur Andersen LLP dated a date within two (2) bu▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ore the effective date of the Registration Statement and addressed to UCU and the Company, in form and substance reasonably satisfactory to UCU and the Company and customary in scope and substance for "cold comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Proxy Statement and Registration Statement. (e) It shall be a condition to the mailing of the Proxy Statement to the stockholders of the Company that the Company shall have received an opinion from Salomon Smith Barney Inc., dated the date of the Pr▇▇▇ ▇▇▇▇▇▇▇▇▇, to the effect that, as of the date thereof, the Merger on the NYSE, subject to official notice of issuance, prior Consideration is fair to the Effective Timeholders of Company Common Stock.

Proxy Statement; Registration Statement. As promptly as practicable after the execution of this Agreement, and in any event within thirty (30) days of the date hereofof the Agreement, CBSI shall the Company will prepare the Proxy Statement, and Parent will prepare and file with the SEC the Registration 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 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 SEC, other’s counsel and ▇▇▇▇▇▇ shall cooperate auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Parent and the Company will respond to any comments from the SEC, and will use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable (but in no event prior to such time as all waiting periods (and any extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved), and to keep the Registration Statement effective as long as is necessary to consummate the Mergers and the transactions contemplated hereby. Parent shall furnish all information concerning it and the holders of its capital stock as the 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/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 or the Registration Statement. Except in connection with any Change in Recommendation in accordance with Section 5.3(d) hereof and other than pursuant to Rule 425 of the Securities Act with respect to releases made in compliance with Section 5.5 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 include 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/Prospectus Statement or Registration Statement to the extent such amendment or supplement is required to be mailed 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 shareholders 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 14a9 under the Exchange Act or Section 11 or Section 12 of the Securities Act); provided, however, that the Company shall not make a Change of Recommendation except in connection accordance with obtaining their approval the terms of this AgreementSection 5.3(d). CBSI The Company and Parent each will advise ▇▇▇▇▇▇, the other 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 the qualification of the CBSI Parent Common Stock issuable in connection with the Merger 1 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 amendment of the amendment Proxy Statement or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. If, at any time prior Each of the parties hereto shall cause the Proxy Statement and the Registration Statement to comply as to form and substance as to such party in all material respects with 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 applicable requirements of (i) the Exchange Act, shall be discovered by such party that pursuant to (ii) 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 forAct, and shall use reasonable best efforts to obtain, approval to list (iii) the shares rules and regulations of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuance, prior to the Effective TimeNasdaq.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereofexecution of this Agreement, CBSI Target and Acquiror shall prepare proxy materials relating to the adoption and approval of this Agreement and the Merger and the other transactions contemplated hereby by the shareholders of Target and, as promptly as practicable, Acquiror shall file the Registration Statement with the SEC, and ▇▇▇▇▇▇ shall cooperate in the preparation of SEC the Registration Statement, which complies in form in all material respects with applicable law and SEC requirements and each of Target and Acquiror shall include use all commercially reasonable efforts to cause the Registration Statement to become effective as soon thereafter as practicable. Each of Target and Acquiror shall use all commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement/Prospectus Statement to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇▇▇▇▇▇, Target as promptly as practicable after it receives notice thereof, of the time when the Registration Statement or any post-is declared effective amendment thereto has become effective or any supplement or amendment has been filed, under the Securities Act. Each of Target and Acquiror shall furnish all information concerning it (and its respective subsidiaries) to the issuance of any stop order, of the suspension of qualification of the CBSI Common Stock issuable other as may be reasonably requested in 37 connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding for any such purposeaction and the preparation, or of any request by the SEC for the amendment or supplement filing and distribution of the Registration Statement or for additional informationand the Proxy Statement. If, at Each of Target and Acquiror shall promptly notify the other upon the receipt of any time prior to comments from the Effective Time, any event or circumstance relating to a party to this Agreement, SEC or its directors, officers staff or shareholders who have filed a Schedule 13D under any request from the Exchange Act, shall be discovered by such party that pursuant to the Securities Act SEC or the Exchange Act should be set forth in an amendment its staff for amendments or a supplement supplements to the Registration Statement or the Proxy Statement/Prospectus included therein, such party Statement and shall promptly notify provide the other party. To with copies of all correspondence between it and its representatives, on 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 forone hand, and shall use reasonable best efforts to obtainthe SEC and its staff, approval to list the shares of CBSI Common Stock to be issued in the Merger on the NYSE, subject to official notice of issuanceother hand. Notwithstanding the foregoing, prior to filing the Effective TimeRegistration 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 reasonably practicable after the date of this Agreement, VGAC shall prepare, and VGAC shall file with the SEC, (i) a preliminary proxy statement in connection with the Merger to be filed as part of the Registration Statement and sent to the Pre-Closing VGAC Holders relating to the VGAC Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. VGAC and the Company shall use commercially reasonable efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. VGAC shall use its commercially reasonable efforts to cause the Proxy Statement and the Registration Statement 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 after the date hereof, CBSI shall prepare filing thereof and file to keep the Registration Statement effective as long as is necessary to consummate the Merger. (b) VGAC shall, as promptly as practicable, notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. VGAC shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and include all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. VGAC shall use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Merger, and ▇▇▇▇▇▇ the Company shall cooperate promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of VGAC and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the preparation Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of VGAC and the Company or their respective Subsidiaries, as applicable, to the SEC or the NYSE in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement“Offer Documents”). CBSI VGAC will advise ▇▇▇▇▇▇the Company, promptly (under the circumstances) after it VGAC 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 order or the suspension of the qualification of the CBSI VGAC Ordinary Shares or the Newco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. . (c) Without limiting the generality of ‎(b), the Company shall promptly furnish to VGAC for inclusion in the Proxy Statement and the Registration Statement audited financial statements of the Company and its Subsidiaries (i) as of, and for the nine months ended, December 31, 2020, and (ii) as of, and for the twelve months ended, March 31, 2020 and March 31, 2019, in each case prepared in accordance with GAAP and Regulation S-X and audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act (the “Audited Financial Statements”), together with auditor’s reports and consents to use such financial statements and reports. (d) Each of VGAC and the Company shall use commercially reasonable efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing VGAC Holders, or at the time of the VGAC Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any event or circumstance information relating to a party to this AgreementVGAC, the Company, or its directorsany of their respective Subsidiaries, officers Affiliates, directors or shareholders who have filed a Schedule 13D under officers, as applicable, or the Exchange Act, shall be Holders is discovered by such party that pursuant to the Securities Act any of VGAC or the Exchange Act should Company and is required to be set forth in an amendment or a supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus included statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such party information shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register parties and an appropriate amendment 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 supplement describing 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 NYSEinformation shall, subject to official notice the other provisions of issuancethis ‎Section 9.04, prior be promptly filed by VGAC with the SEC and, to the Effective Timeextent required by Applicable Law, disseminated to the Pre-Closing VGAC Holders.

Proxy Statement; Registration Statement. As promptly as practicable after the date hereof, CBSI shall prepare and file the Registration Statement with the SEC, and ▇W▇▇▇▇▇ shall cooperate in the preparation of the Registration Statement, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇W▇▇▇▇▇ in connection with obtaining their approval of this Agreement. CBSI will advise ▇W▇▇▇▇▇, 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 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. (a) As promptly as reasonably practicable after the date of this Agreement, LIVK and the Company shall prepare, and LIVK shall file with the SEC, (i) a preliminary proxy statement in connection with the Merger to be filed as part of the Registration Statement and sent to the Pre-Closing LIVK Holders relating to the LIVK Extraordinary General Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) for the purposes of the approval of the Transaction Proposals and (ii) the Registration Statement, in which the Proxy Statement will be included as a prospectus. LIVK and the Company shall use reasonable best efforts to cooperate, and cause their respective Subsidiaries, as applicable, to reasonably cooperate, with each other and their respective representatives in the preparation of the Proxy Statement and the Registration Statement. LIVK shall use its reasonable best efforts to cause the Proxy Statement and the Registration Statement 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 after the date hereof, CBSI shall prepare filing thereof and file to keep the Registration Statement effective as long as is necessary to consummate the Merger. (b) LIVK shall, as promptly as practicable notify the Company of any correspondence with the SEC relating to the Proxy Statement, the receipt of any oral or written comments from the SEC relating to the Proxy Statement, and any request by the SEC for any amendment to the Proxy Statement or for additional information. LIVK shall cooperate and provide the Company with a reasonable opportunity to review and comment on the Proxy Statement (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the SEC and give due consideration to all comments reasonably proposed by the Company in respect of such documents and responses prior to filing such with or sending such to the SEC, and, to the extent practicable, the Parties will provide each other with copies of all such filings made and correspondence with the SEC. LIVK shall use reasonable best efforts to obtain all necessary state securities law or “blue sky” permits and approvals required to carry out the Merger, and ▇▇▇▇▇▇ the Company shall cooperate promptly furnish all information concerning the Company as may be reasonably requested in connection with any such action. Each of LIVK and the Company shall use reasonable best efforts to promptly furnish to each other party all information concerning itself, its Subsidiaries, officers, directors, managers, members and stockholders, as applicable, and such other matters, in each case, as may be reasonably necessary in connection with and for inclusion in the preparation Proxy Statement, the Registration Statement or any other statement, filing, notice or application made by or on behalf of LIVK and the Company or their respective Subsidiaries, as applicable, to the SEC or Nasdaq in connection with the Merger (including any amendment or supplement to the Proxy Statement or the Registration Statement) (collectively, which shall include the Proxy Statement/Prospectus to be mailed to the shareholders of ▇▇▇▇▇▇ in connection with obtaining their approval of this Agreement“Offer Documents”). CBSI LIVK will advise ▇▇▇▇▇▇the Company, promptly after it LIVK 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 order or the suspension of the qualification of the CBSI LIVK Ordinary Shares or the Surviving Pubco Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement, the Registration Statement or the other Offer Documents or for additional information. . (c) Without limiting the generality of ‎‎Section 9.04(b), the Company shall promptly furnish to LIVK for inclusion in the Proxy Statement and the Registration Statement, (i) with respect to the Financial Statements, auditor’s reports and consents to use such financial statements and reports and (ii) the audited financial statements of the Company and its Subsidiaries required to be included in the Proxy Statement and the Registration Statement or any other filings to be made by LIVK with the SEC in connection with the transactions contemplated in this Agreement (including, for the avoidance of doubt, audited financial statements of the Company and its Subsidiaries as of and for the year ended December 31, 2020), including the accompanying notes, prepared in accordance with GAAP and Regulation S-X and audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act, together with auditor’s reports and consents to use such financial statements and reports. (d) Each of LIVK and the Company shall use reasonable best efforts to ensure that none of the information related to it or any of its Affiliates, supplied by or on its behalf for inclusion or incorporation by reference in (i) either Proxy Statement will, as of the date it is first mailed to the Pre-Closing LIVK Holders, or at the time of the LIVK Extraordinary General Meeting, or (ii) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended, at the time it becomes effective under the Securities Act and at the Effective Time, in either case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) If, at any time prior to the Effective Time, any event or circumstance information relating to a party to this AgreementLIVK, the Company, or its directorsany of their respective Subsidiaries, officers Affiliates, directors or shareholders who have filed a Schedule 13D under officers, as applicable, or the Exchange Act, shall be Holders is discovered by such party that pursuant to the Securities Act any of LIVK or the Exchange Act should Company and is required to be set forth in an amendment or a supplement to either Proxy Statement or the Registration Statement, so that such Proxy Statement or the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the Proxy Statement/Prospectus included statements therein, in light of the circumstances under which they were made, not misleading, the Party that discovers such party information shall promptly notify the other party. To the extent applicable, CBSI shall take all actions necessary to register Party and an appropriate amendment 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 supplement describing 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 NYSEinformation shall, subject to official notice the other provisions of issuancethis ‎Section 9.04, prior be promptly filed by LIVK with the SEC and, to the Effective Timeextent required by Law, disseminated to the Pre-Closing LIVK Holders.

Proxy Statement; Registration Statement. (a) As promptly as practicable after the date hereofexecution of this Agreement, CBSI Parent and the Company shall prepare the Proxy Statement and the Registration Statement, the Company shall file the Registration Proxy Statement with the SEC, and ▇▇▇▇▇▇ Parent shall file the Registration Statement (in which the Proxy Statement shall be included) with the SEC, and Parent and the Company shall cooperate with each other and use their respective reasonable best efforts in connection with the preparation of foregoing. In addition, Parent and the Company shall use their respective reasonable best efforts to cause the Registration Statement, which shall include Statement to become effective under the Securities Act and the Proxy Statement/Prospectus Statement to be cleared by the SEC, in each case as soon after such filing as practicable, and to keep the Registration Statement effective as long as is necessary to consummate the Merger. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the shareholders Company’s stockholders as promptly as practicable after the Registration Statement becomes effective. Parent and the Company shall promptly provide to each other copies of, consult with each other regarding and together prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement or the Registration Statement and shall advise each other of ▇▇▇▇▇▇ any oral SEC comments. The Registration Statement and the Proxy Statement shall comply as to form in connection all material respects with obtaining their approval of this Agreementthe Securities Act and the Exchange Act, respectively. (b) Parent and the Company shall make all necessary filings with respect to the Merger and the other transactions contemplated hereby under the Securities Act, the Exchange Act and applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder. CBSI will Parent and the Company shall advise ▇▇▇▇▇▇the other party, promptly after it receives receipt of notice thereof, of the time when of the effectiveness of the Registration Statement or any post-effective amendment thereto has become effective or Statement, the filing of any supplement or amendment has been filedthereto, of the issuance of any stop orderorder relating thereto, of the suspension of the qualification of the CBSI Common Parent Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or the initiation or threat of any proceeding SEC request for any such purpose, amendment to the Proxy Statement or of any request by the SEC for the amendment or supplement of the Registration Statement Statement, SEC comments thereon and each party’s responses thereto or SEC request for additional information. No amendment or supplement to the Proxy Statement or the Registration Statement shall be filed without the approval of each of Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided that, with respect to documents filed by the Company or Parent which are incorporated by reference in the Proxy Statement and/or the Registration Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (c) If, at any time prior to the Effective Time, Parent or the Company should discover any event or circumstance information relating to a party to this Agreementeither party, or its directorsany of their respective Affiliates, officers or shareholders who have filed a Schedule 13D under the Exchange Actdirectors, 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 , so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such party information shall promptly notify the other party. To party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent applicablerequired by Applicable Law, 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 disseminated to the Effective Timestockholders of the Company.