Common use of Registration Statement and Proxy Statement Clause in Contracts

Registration Statement and Proxy Statement. As soon as practicable following the date hereof, OCA and OrthAlliance shall jointly prepare, and OCA shall file with the SEC, the Registration Statement in which the Proxy Statement will be included as a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As soon as practicable following (a) Parent and the date hereof, OCA and OrthAlliance shall jointly prepare, and OCA Company shall file with the SEC, SEC as soon as is reasonably practicable after the Registration Statement in which date hereof the Joint Proxy Statement will be included as a prospectus. Each of OCA Statement/ Prospectus and OrthAlliance shall use its all reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA Parent shall also use its reasonable best efforts (other than qualifying to do business in take any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals action required to carry out be taken under applicable state blue sky or securities laws in connection with the transactions contemplated by this Agreementissuance of Parent Stock pursuant hereto. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement Parent and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will Company shall promptly furnish to the each other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated hereininformation, and take such other actions, as the other party or parties hereto may reasonably request be requested in connection with any action by any of them in connection with the preparation preceding sentence. The information provided and filing to be provided by Parent and the Company, respectively, for use in the Joint Proxy Statement/Prospectus shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Registration Statement and the Proxy Statement. circumstances under which they were made, not misleading. (b) Each of OCA the parties agree that the financial information (including pro forma financial data and OrthAlliance agrees that none of the information such party provides information) supplied or to be supplied by it or its representatives for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Joint Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will /Prospectus shall comply as to form in all material respects with applicable accounting requirements and with the provisions published rules and regulations of the Securities ActSEC with respect thereto, shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited financial information, as permitted by the rules of the SEC) and shall fairly present (subject, in the case of unaudited financial information, to normal, recurring audit adjustments) the financial information reflected therein as of the dates thereof or for the periods then ended. (c) Prior to the date of approval of the Parent Stock Issuance and Parent Charter Amendment by Parent's stockholders and adoption of this Agreement by the Company's stockholders, each of the Company, Parent and Subsidiary shall correct promptly any information provided by it to be used specifically in the Joint Proxy Statement/Prospectus and Registration Statement will comply that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement so as to form correct the same and to cause the Joint Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of the Company and Parent, in all material respects each case to the extent required by applicable law. (d) None of the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed or distributed, and, prior to the termination of this Agreement, no amendment or supplement to the Joint Proxy Statement/Prospectus or the Registration Statement shall be filed or distributed, by or on behalf of Parent or Company, without consultation with the provisions other party and its counsel or without providing the other party the reasonable opportunity to review and comment thereon. (e) Notwithstanding the foregoing, the Company shall not be required to take any action pursuant to this Section 7.2 if, at the time, the Company is not obligated to make the recommendation to its stockholders contemplated by Section 7.3(a) hereof pursuant to the terms of the Exchange Actsuch Section 7.3(a).

Registration Statement and Proxy Statement. As soon as reasonably practicable following after the date hereofexecution of this Agreement, OCA the Company will prepare and OrthAlliance shall jointly prepare, and OCA shall file with the SECSEC a preliminary proxy statement in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in which connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and of the Parent Series A Stock issuable upon exercise of the Converted Options and the Converted Warrants and upon conversion of the Company Series A Preferred Stock. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement Statement") will be included as a prospectuspart of the prospectus forming part of the Registration Statement. Each party hereto agrees to use commercially reasonable efforts to cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Each of OCA Parent and OrthAlliance shall the Company will use its commercially reasonable best efforts to have respond to any comments of the SEC, to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly soon as reasonably practicable after such filing, filing and to thereafter continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to OrthAlliancethe Company's stockholders as promptly as practicable, and at the earliest practicable time. Parent also will use commercially reasonable efforts to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its take any reasonable best efforts action (other than qualifying to do business in any jurisdiction in which it is not currently now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to obtain all necessary be taken under any applicable state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request blue sky laws in connection with the preparation and filing issuance of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation Parent Series A Stock to be covered by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As soon 1. Each of Fifth Third, Fifth Third Financial and Franklin agree to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Franklin constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as practicable following to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third, Fifth Third Financial and Franklin agree to each use their best efforts to enable Fifth Third to file the Registration Statement with the SEC within sixty (60) days of the date hereof, OCA hereof and OrthAlliance shall jointly prepare, Fifth Third and OCA shall file with the SEC, Fifth Third Financial agree to furnish the Registration Statement in which draft form for comments to Franklin at least ten calendar days prior to the Proxy anticipated filing. Each party hereto shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement will be included as a prospectusto the other party hereto, and advise the other party hereto of any oral comments with respect to the Registration Statement received from the SEC. Each of OCA Fifth Third, Fifth Third Financial and OrthAlliance shall Franklin agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filingfiling thereof. As promptly as possible after the Registration Statement is declared effective, Franklin agrees to thereafter cause mail the Proxy Statement to be mailed its shareholders in accordance with the directions and under the supervision of Fifth Third. Fifth Third also agrees to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this the Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect Franklin agrees to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other Fifth Third all information concerning such party and other matters relevant to such partyFranklin, its Subsidiaries, officers, directors and stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may be reasonably request requested in connection with the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Actforegoing.

Registration Statement and Proxy Statement. As (a) Pulte will prepare and file with SEC as soon as practicable following after the date hereof, OCA of this Agreement a Registration Statement on Form S-4 relating to the shares of Pulte Common Stock to be issued as a result of the merger (the "Registration Statement"). The Registration Statement will include a joint proxy statement (the "Joint Proxy Statement/Prospectus") of Pulte and OrthAlliance shall jointly prepare, the Company relating to the Merger Stockholders Meetings. Pulte and OCA shall file with the SEC, Company will cooperate to provide all information which is required to be included in the Registration Statement or in which the Joint Proxy Statement will be included as Statement/Prospectus in a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have timely manner so the Registration Statement can be filed with the SEC as soon as reasonably practicable. Pulte will cause the Registration Statement, and Pulte and the Company will cause the Joint Proxy Statement/Prospectus, to comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules under them. Pulte will use its best efforts, and the Company will cooperate with Pulte, to cause the Registration Statement to be declared effective by the staff of the SEC under the Securities Act as promptly as practicable after such filingit is filed (including without limitation, responding to thereafter cause any comments received from the Proxy Statement SEC with respect to be mailed to OrthAlliance's stockholders as promptly as practicable, the Registration Statement) and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits Each of Pulte and approvals required to carry out the transactions contemplated by this Agreement. The parties Company will, as promptly upon receipt as practicable, provide to the other copies of any written comments received from the SEC with regard to the Registration Statement or the Joint Proxy Statement/Prospectus and will advise the other of any comments with respect to the Registration Statement or the Joint Proxy Statement/Prospectus which are received orally from the staff of the SEC. Pulte will use its best efforts to obtain, prior to the effective date of Registration Statement, any qualifications, permits or approvals which are necessary under any state securities laws in order to carry out the Merger, and Pulte will pay all expenses incident to obtaining those qualifications, permits or approvals. Pulte will provide the Company with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such with the SEC, and will provide the Company with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement/Prospectus or the Registration Statement and shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided, however, that with respect to documents filed by a party which are incorporated by reference thereinin the Form S-4 or Joint Proxy Statement/Prospectus, provide copies thereof this right of approval shall apply only with respect to the other party, consult with each other and prepare written responses information relating to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with its business, financial condition or results of operations. (b) Pulte and Acquisition each represents and warrants to the preparation and filing of the Registration Statement Company, and the Proxy Statement. Each of OCA Company represents and OrthAlliance agrees warrants to Pulte, that none of the information such party provides for inclusion or incorporation supplied by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.for

Registration Statement and Proxy Statement. As soon as reasonably practicable following after the date hereofexecution of this Agreement, OCA the Company shall prepare and OrthAlliance shall jointly prepare, and OCA shall file with the SECSEC a preliminary proxy statement in form and substance reasonably satisfactory to TCI, and TCI shall prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in connection with the registration under the Securities Act of the LMG Series A Stock issuable in the Merger and upon exercise of the Assumed Options. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement") shall be included as part of the prospectus forming part of the Registration Statement Statement. Each party hereto agrees to use its reasonable best efforts to cooperate with each other party in which connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement will and the Registration Statement, including providing information to the other party with respect to itself as may be included as a prospectusreasonably required in connection therewith. Each of OCA TCI and OrthAlliance the Company shall use its reasonable best efforts to have respond to any comments of the SEC, to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly soon as reasonably practicable after such filing, filing and to thereafter continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to OrthAlliancethe Company's stockholders as promptly as practicable, and to keep at the Registration Statement effective as long as is reasonably necessary to consummate the Mergerearliest practicable time. OCA TCI also shall also use its reasonable best efforts to take any reasonable action (other than qualifying to do business in any jurisdiction in which it is not currently now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to obtain all necessary be taken under any applicable state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request blue sky laws in connection with the preparation and filing issuance of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation LMG Series A Stock to be covered by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As (a) Gold Banc shall, at Gold Banc's expense as soon as practicable following prepare and file a registration statement on Form S-4, including the date hereofProxy Statement, OCA to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, Gold Banc and OrthAlliance Acquisition Subsidiary shall jointly prepareeach provide promptly to the other such information concerning their respective businesses, financial conditions, and OCA shall file with the SEC, affairs as may be required or appropriate for inclusion in the Registration Statement in which or the Proxy Statement will be included as a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement proxy statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request used in connection with the special stockholders' meetings of the Company, Gold Banc and Acquisition Subsidiary to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall reasonably and timely object in writing. Gold Banc, Acquisition Subsidiary and the Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter the Company shall distribute the Proxy Statement will to its stockholders in accordance with applicable laws not fewer than twenty (i20) Business Days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement and Gold Banc, Acquisition Subsidiary and the Company shall mail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in the case reasonable opinion of Gold Banc, Acquisition Subsidiary or the Registration Company, be necessary so that the Proxy Statement, at the time it becomes effective and at the Effective Timeas so amended or supplemented, will contain any no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, or as may be necessary to comply with applicable law. The Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement will comply after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. (b) For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As soon 1. Each of Fifth ------------------------------------------ Third and CNB Bancshares agree to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of CNB Bancshares constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as practicable following to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third and CNB Bancshares agree to each use their best efforts to enable CNB Bancshares to file the Proxy Statement in preliminary form with the SEC within sixty (60) days of the date hereof, OCA hereof and OrthAlliance shall jointly prepare, and OCA shall CNB Bancshares agrees to furnish the preliminary Proxy Statement in draft form for comments to Fifth Third at least 5 days prior to the anticipated filing. Unless Fifth Third elects to file with the SEC, the Registration Statement in which sooner, Fifth Third agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved. Each of Fifth Third and CNB Bancshares shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Proxy Statement, as the case may be, to the other party, and advise the other party of any oral comments with respect to the Registration Statement or the Proxy Statement will be included as a prospectusreceived from the SEC. Each of OCA Fifth Third and OrthAlliance shall CNB Bancshares agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filingfiling thereof. As promptly as possible after the Registration Statement is declared effective, CNB Bancshares agrees to thereafter cause mail the Proxy Statement to be mailed its shareholders. Fifth Third also agrees to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this the Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect CNB Bancshares agrees to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other Fifth Third all information concerning such party and other matters relevant to such partyCNB Bancshares, its Subsidiaries, officers, directors and stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may be reasonably request requested in connection with the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Actforegoing.

Registration Statement and Proxy Statement. As Gold Banc shall, at Gold Banc's expense, as soon as practicable following prepare and file a registration statement on Form S-4 to be filed with the date hereofSEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger and the Bank Merger (the "Registration Statement"). The Company and Gold Banc shall each provide promptly to the other such information concerning their respective businesses, OCA and OrthAlliance shall jointly preparefinancial conditions, and OCA shall file with the SEC, affairs as may be required or appropriate for inclusion in the Registration Statement in which or the Proxy Statement will be included as a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement proxy statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request used in connection with the special shareholders' meetings of the Company, the Bank, Gold Banc and Gold Bank to be called for the purpose of considering and voting on the Merger and the Bank Merger (the "Proxy Statement"). The Company, the Bank, Gold Banc and Gold Bank shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference Gold Banc shall not include in the Registration Statement any information concerning the Company or the Bank to which the Company shall reasonably and timely object in writing. Gold Banc and the Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter each of the Company and the Bank shall distribute the Proxy Statement will to its shareholders in accordance with applicable laws not fewer than twenty (i20) business days prior to the date on which this Agreement or the Bank Merger Agreement is to be submitted to its shareholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement and the Company and the Bank shall mail or otherwise furnish to its shareholders such amendments or supplements to the Proxy Statement as may, in the case reasonable opinion of Gold Banc or the Registration Company, be necessary so that the Proxy Statement, at the time it becomes effective and at the Effective Timeas so amended or supplemented, will contain any no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, or as may be necessary to comply with applicable law. The Gold Banc shall not be required to maintain the effectiveness of the Registration Statement will comply after delivery of the Gold Banc Common Stock issued pursuant to the Merger and the Bank Merger for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As soon promptly as reasonably practicable following after the date hereofexecution of this Agreement, OCA Acquiror and OrthAlliance the Company (the “Co-Registrants”) shall jointly prepare, prepare and OCA the Co-Registrants shall file with the SECSEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement Statement”) registering the Acquiror Common Stock to be issued in which the Proxy Statement will be included as a prospectus. Each of OCA Reorganization Merger and OrthAlliance shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC Acquisition Merger Consideration for offer and sale under the Securities Act Act. Any Acquiror Common Stock issued in connection with the Merger will be registered on Form S-4, and any Acquiror Shareholder that does not participate in the Acquiror Shareholder Redemption (“Continuing Shareholders”) and Acquiror will enter into a customary registration rights agreement providing the Continuing Shareholders with customary shelf, piggyback and demand registration rights. The Registration Statement shall include a proxy statement/prospectus in connection with the Transactions (as amended or supplemented, the “Proxy Statement”) to be filed by the Acquiror on Schedule 14A and used for soliciting proxies from holders of Acquiror Class A Ordinary Shares to vote at the Special Meeting, as adjourned or postponed, in favor of the Acquiror Shareholder Matters. The Co-Registrants will provide each other, as promptly as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as reasonably practicable, with such specific information concerning each the Co-Registrant, including but not limited to financial statements, corporate structure and to keep any other relevant business information, as may be necessary for the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business inclusion in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, Proxy Statement and Other Filings (as defined below) to comply with all applicable provisions of rules and regulations under the Securities Act, the Exchange Act, the Companies Act and the DGCL in connection with the preparation, filing and distribution of the Registration Statement and Proxy Statement and the documents incorporated by reference thereinsolicitation of proxies thereunder, provide copies thereof to the other party, consult with each other calling and prepare written responses to such comments. The parties will promptly furnish to holding of the other all information concerning such party Special Meeting and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with the preparation and filing of the Registration Statement and the Proxy StatementOther Filings. Each of OCA and OrthAlliance agrees that none The information relating to any Company Entity furnished by or on behalf of the information such party provides Company in writing expressly for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement such filings will not, (i) in the case of the Registration Statement and the Proxy Statement, at as of (A) the Registration Statement Effectiveness Date, (B) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (C) the date and time it becomes effective and at of the Special Meeting or (D) the Reorganization Effective Time, contain any untrue statement of a material fact Time or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, Acquisition Effective Time or (ii) in the case of any Other Filing, on the Proxy Statement, at the time date of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meetingits filing, contain any untrue statement which, at such time and in light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at such time and in light of the circumstances under which they are were made, not false or misleading. Without limiting the foregoing, Acquiror will use its best efforts to ensure that (i) the Registration Statement and Proxy Statement do not, as of (A) the Registration Statement Effectiveness Date, (B) the date of mailing of the Registration Statement and Proxy Statement to the holders of Acquiror Ordinary Shares, (C) the date and time of the Special Meeting or (D) the Reorganization Effective Time or the Acquisition Effective Time and (ii) any Other Filing does not, as of the date of its filing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not false or misleading. Whenever any information is discovered or event occurs which would reasonably be expected to result in the Registration Statement or Proxy Statement containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, Acquiror or the Company, as the case may be, will promptly inform the other Party of such occurrence and cooperate in Acquiror filing with the SEC or its staff or any other Governmental Authority, and/or mailing to Acquiror Shareholders, an amendment or supplement to the Registration Statement or Proxy Statement, as applicable. The Co-Registrants shall use their commercially reasonable efforts to (1) cause the Registration Statement will and Proxy Statement and Other Filings to, when filed with the SEC, comply as to form in all material respects with all legal requirements applicable thereto, (2) respond as promptly as reasonably practicable to and resolve all comments received from the provisions SEC concerning the Registration Statement and Proxy Statement, (3) cause all comments from the SEC on the Registration Statement and Proxy Statement to be cleared as promptly as practicable and (4) keep the Registration Statement effective as long as is necessary to consummate the Transactions. Any fees relating to the filing of the Securities Act, and Registration Statement or the Proxy Statement will comply as to form in all material respects with shall be borne by the provisions of the Exchange ActCompany.

Registration Statement and Proxy Statement. As soon 1. Each of Fifth Third and Peoples Bank Corporation agrees to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third as promptly as reasonably practicable with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Peoples Bank Corporation constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Fifth Third and Peoples Bank Corporation shall, as promptly as practicable following after receipt thereof, provide copies of any written comments received from the date hereof, OCA and OrthAlliance shall jointly prepare, and OCA shall file SEC with the SEC, respect to the Registration Statement in which and the Proxy Statement, as the case may be, to the other party, and advise the other party of any oral comments with respect to the Registration Statement or the Proxy Statement will be included as a prospectusreceived from the SEC. Each of OCA Fifth Third and OrthAlliance shall Peoples Bank Corporation agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filingfiling thereof. As promptly as possible after the Registration Statement is declared effective, Peoples Bank Corporation agrees to thereafter cause mail the Proxy Statement to be mailed its shareholders in accordance with the directions and under the supervision of Fifth Third. Fifth Third also agrees to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this the Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect Peoples Bank Corporation agrees to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other Fifth Third all information concerning such party and other matters relevant to such partyPeoples Bank Corporation, its Subsidiaries, officers, directors and stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may be reasonably request requested in connection with the preparation and filing of the Registration Statement and the Proxy Statementforegoing. 2. Each of OCA Fifth Third and OrthAlliance agrees Peoples Bank Corporation agrees, as to itself and its subsidiaries, that none of the information such party provides supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statementwill, at the time it the Registration Statement and each amendment or supplement thereto, if any, becomes effective and at under the Effective TimeSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or misleading and (ii) in the case of the Proxy StatementStatement and any amendment or supplement thereto will, at the time date of the mailing of the Proxy Statement to shareholders and at the time of the OrthAlliance Stockholders' MeetingPeoples Bank Corporation shareholder meeting to approve the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. 3. The Fifth Third agrees to advise Peoples Bank Corporation, promptly after Fifth Third receives notice thereof, of the time when the Registration Statement will comply as to form in all material respects with the provisions has become effective or any supplement or amendment has been filed, of the Securities Actissuance of any stop order or the suspension of the qualification of the Fifth Third Common Stock for offering or sale in any jurisdiction, and of 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. Peoples Bank Corporation agrees to advise Fifth Third of any request by the SEC for the amendment or supplement of the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Actor for additional information.

Registration Statement and Proxy Statement. As soon (a) Decoy will use commercially reasonable efforts to furnish to Intec: (i) as promptly as practicable following the date hereofof this Agreement, OCA and OrthAlliance in any event by March 31, 2021 (the “Audited Financial Statements Deadline”) audited financial statements for the fiscal years ended 2019 and 2020 for inclusion in the Proxy Statement and the Registration Statement (the “Decoy New Audited Financial Statements”) and (ii) no later than forty-five (45) days following the end of the interim period to which they relate, unaudited but reviewed interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if Decoy were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Decoy Interim Financial Statements”) (each applicable date in (i) or (ii) being the “Financial Statements Delivery Date”). Decoy shall jointly also promptly deliver to Intec copies of any audited consolidated financial statements of Decoy that Decoy’s certified public accountants may issue. Decoy shall ensure that, and hereby undertakes that upon delivery, each of the Decoy New Audited Financial Statements and the Decoy Interim Financial Statements will be suitable for inclusion in the Proxy Statement and the Registration Statement and prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, and cash flows of Decoy as of the dates of and for the periods referred to in the Decoy New Audited Financial Statements or the Decoy Interim Financial Statements, as the case may be, except, in the case of the Decoy Interim Financial Statements, subject to year-end audit adjustments. (b) As promptly as practicable after the delivery of the Decoy New Audited Financial Statements, Intec shall prepare, with the reasonable cooperation of Decoy, and OCA shall file cause to be filed with the SEC, the Registration Statement Statement, in which the Proxy Statement (with the proxy card required under the Companies Law) will be included as a prospectus. Each of OCA The Registration Statement and OrthAlliance Proxy Statement shall comply with the applicable rules and regulations promulgated by the SEC in all material respects. The Registration Statement and the Proxy Statement shall be subject to review and comment by Decoy prior to filing, which such comments, if any, shall in good faith be taken into account by Intec. Intec shall use its commercially reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection filed with the preparation SEC. (c) Intec covenants and filing of agrees that the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statementnot, at the time it becomes effective and at that the Effective Time, contain such statement or any untrue statement of a material fact amendment or omit supplement thereto is filed with or submitted to state any material fact required the SEC or is first mailed to be stated therein or necessary in order to make the statements therein not misleadingIntec Shareholders (as applicable), or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Intec Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Notwithstanding the foregoing, Intec makes no covenant, representation or warranty with respect to statements made in the Registration Statement and Proxy Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith), if any, based on information furnished by Decoy or its Representatives, and Decoy covenants and agrees that the information furnished by it and its Representatives will not, at the time that the Registration Statement and Proxy Statement or any amendment or supplement thereto is filed with or submitted to the SEC or is first mailed to the Intec Shareholders, at the time of the Intec Shareholders’ Meeting, cause the Registration Statement and Proxy Statement to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement and Proxy Statement to comply as to form with the applicable rules and regulations promulgated by the SEC in all material respects respects. (d) Intec shall notify Decoy promptly of the receipt of any comments from the SEC or its staff, if any, and of any request by the SEC or its staff, if any, for amendments or supplements to the Registration Statement or Proxy Statement or for additional information and shall supply Decoy with copies of all material correspondence between Intec 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 or Proxy Statement or the Transactions. Decoy shall use its commercially reasonable efforts to provide Intec with all information in its possession or control which is requested by the SEC or its staff, and Intec shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Registration Statement or Proxy Statement, and shall use commercially reasonable efforts to consult with Decoy and its counsel prior to responding to any such comments of the SEC or its staff. (e) Each Party shall promptly furnish to the other Party all information concerning such Party and such Party’s Subsidiaries and such Party’s equityholders that may be required or reasonably requested in connection with any action contemplated by this Section ‎5.1 or any filing due under applicable rules and regulations resulting from any action under this Agreement. If any event relating to Decoy occurs, or if Decoy becomes aware of any information, that should be disclosed in an amendment or supplement to the Registration Statement or Proxy Statement, then Decoy shall promptly inform Intec thereof and shall cooperate fully with Intec in filing such amendment or supplement with the provisions SEC and, if appropriate, in mailing such amendment or supplement to the Intec Shareholders. (f) Each of Decoy and Intec (and Intec Parent) agree to provide promptly to the other such information concerning its business and financial statements (if requested by Intec, Decoy shall procure that such information is, as required by Intec, reviewed or audited by Decoy’s auditors) and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Registration Statement or Proxy Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Registration Statement or Proxy Statement. Intec shall not include in the Registration Statement or Proxy Statement any information with respect to Decoy or its Affiliates, the form and content of which information shall not have been approved by Decoy prior to such inclusion. In connection with any filing Intec makes with the SEC that requires information about the transactions contemplated by this Agreement to be included, Decoy shall, and shall cause its Affiliates, in connection with the disclosure included in any such filing or the responses provided to the SEC in connection with the SEC’s comments to a filing, to use their commercially reasonable efforts to: (i) cooperate with Intec, (ii) respond to questions about Decoy required in any filing or requested by the SEC in a timely fashion; and (iii) promptly provide any information reasonably requested by Intec or Intec’s Representatives in connection with any filing with the SEC. (g) Prior to the Effective Time, Intec shall use commercially reasonable efforts to obtain all regulatory approvals needed to ensure that the Intec Parent Common Stock to be issued in the Merger (to the extent required) shall be registered or qualified or exempt from registration or qualification under the securities law of every jurisdiction of the United States in which any registered holder of Decoy Common Stock has an address of record on the applicable record date for determining the holders of Decoy Common Stock entitled to notice of and to consent to the Decoy Stockholder Written Consent; provided, however, that Intec shall not be required: (i) to qualify to do business as a foreign corporation in any jurisdiction in which it is not now qualified; or (ii) to file a general consent to service of process in any jurisdiction, unless Intec is already subject to service in such jurisdiction and except as may be required by the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As soon as practicable following (a) MB agrees to promptly prepare a registration statement on Form S-4 (the date hereof"Registration Statement") which, OCA subject to compliance by First SecurityFed with Section 7.03(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by MB with the SEC in connection with the issuance of MB Common Stock in the Merger (including the proxy statement and OrthAlliance shall jointly prepareprospectus and other proxy solicitation materials of First SecurityFed constituting a part thereof (the "Proxy Statement") and all related documents). First SecurityFed agrees to cooperate, and OCA shall file to cause its Subsidiaries, its counsel and its accountants to cooperate, with MB, its counsel and its accountants, in the SEC, preparation of the Registration Statement in which and the Proxy Statement; and provided that First SecurityFed and its Subsidiaries have cooperated as required above, MB agrees to file the Registration Statement will be included (or the form of the Proxy Statement) in preliminary form with the SEC as a prospectus. Each of OCA promptly as reasonably practicable and OrthAlliance shall use its reasonable best efforts to have cause such filing to occur within 60 days after execution of this Agreement. Each Party agrees to use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filing, filing thereof. MB also agrees to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) obtain, prior to obtain the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required for the issuance of MB Common Stock in the Merger. First SecurityFed agrees to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other MB all information concerning such party and other matters relevant to such partyFirst SecurityFed, its Subsidiaries, officers, directors and stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may be reasonably request requested in connection with the preparation foregoing. (b) Each Party agrees, as to itself and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees its Subsidiaries, that none of the information such party provides supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statementwill, at the time it the Registration Statement and each amendment or supplement thereto, if any, becomes effective and at under the Effective TimeSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or and (ii) in the case of the Proxy StatementStatement and any amendment or supplement thereto will, at the time date of mailing to the mailing of the Proxy Statement First SecurityFed stockholders and at the time of the OrthAlliance Stockholders' First SecurityFed Meeting, 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 not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form any earlier statement in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to form in all material respects with the provisions Effective Time of any information furnished by it that would cause any of the Exchange Actstatements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other Party thereof and to take the necessary steps to correct the Proxy Statement. 45 Next Page (c) MB agrees to advise First SecurityFed, promptly after MB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of MB Common Stock for offering or sale in any jurisdiction, of 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.

Registration Statement and Proxy Statement. As soon promptly as practicable following after the date hereofexecution of this Agreement, OCA Parent and OrthAlliance the Company shall jointly prepare, in consultation with each other prepare and OCA shall file with the SEC, the Registration Statement in which SEC the Proxy Statement will be included as a prospectusand Parent in consultation with the Company shall prepare and file with the SEC the Registration Statement. Each of OCA Parent and OrthAlliance the Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly soon as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Mergerdate hereof. OCA Parent shall also use its reasonable best efforts (other than qualifying to do business in take any jurisdiction in which it is not currently qualified) action required to obtain all necessary be taken under state securities law or "Blue Skyblue sky" permits and approvals required laws in connection with the issuance of the shares of Parent Common Stock pursuant to carry out this Agreement in the transactions contemplated by this AgreementMerger. The parties will, promptly upon receipt of written comments from the SEC Company shall furnish Parent with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders the Company and the transactions contemplated herein, holders of its capital stock and shall take such other actions, action as the other party or parties hereto Parent may reasonably request in connection with the preparation Proxy Statement and filing of the Registration Statement and the issuance of shares of Parent Common Stock, and Parent shall furnish the Company with all information concerning Parent and the holders of its capital stock and shall take such other action as the Company may reasonably request in connection with the Proxy Statement. Each If at any time prior to the Effective Time any event or circumstance relating to Parent, any subsidiary of OCA and OrthAlliance agrees that none Parent, the Company, any subsidiary of the information Company, or their respective officers or directors, should be discovered by such party provides for inclusion which should be set forth in an amendment or incorporation by reference in a supplement to the Registration Statement or Proxy Statement, such party shall promptly inform the other thereof and take appropriate action in respect thereof. Each of the parties hereto shall cause the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form and substance, as to such party, in all material respects with the provisions applicable requirements of (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the Exchange. No amendment or supplement to the Proxy Statement will comply as or the Registration Statement shall be made without the approval of Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, however, that the consent of Parent shall not be required to form amend or supplement the Proxy Statement to reflect the withdrawal of the recommendation of Company's Board of Directors that Company's stockholders vote in all material respects favor of the approval of this Agreement and/or the recommendation that Company's stockholders approve a Superior Proposal. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Common Stock issuable in connection with the provisions Merger for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Exchange ActProxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement and Proxy Statement. As Gold Banc shall, at Gold Banc's expense as soon as practicable following prepare and file a registration statement on Form S-4 to be filed with the date hereofSEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, OCA Gold Banc and OrthAlliance Acquisition Subsidiary shall jointly prepareeach provide promptly to the other such information concerning their respective businesses, financial conditions, and OCA shall file with the SEC, affairs as may be required or appropriate for inclusion in the Registration Statement in which or the Proxy Statement will be included as a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement proxy statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request used in connection with the special stockholders' meetings of the Company and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall reasonably and timely object in writing. Gold Banc, Acquisition Subsidiary and the Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter the Company shall distribute the Proxy Statement will (i) to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent to 423985 v7 46 the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement and Gold Banc and the Company shall mail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in the case reasonable opinion of Gold Banc, Acquisition Subsidiary or the Registration Company, be necessary so that the Proxy Statement, at the time it becomes effective and at the Effective Timeas so amended or supplemented, will contain any no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, or as may be necessary to comply with applicable law. The Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement will comply after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As (a) Sema will prepare and file with the SEC as soon as practicable following after the date hereof, OCA of this Agreement a registration statement on Form F-4 relating to the Sema ADS's to be issued as a result of the Merger (the "Sema Registration Statement") and OrthAlliance shall jointly prepare, and OCA shall file (together with the SEC, Depositary) a registration statement on Form F-6 (the ""Form F-6") relating to the Sema ADS's. The Sema Registration Statement will include a proxy statement (the "Proxy Statement/Prospectus") of the Company relating to its Merger Shareholders Meeting. Sema and the Company will cooperate to provide all information which is required to be included in which the Sema Registration Statement or in the Proxy Statement will be included as Statement/Prospectus in a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have timely manner so the Sema Registration Statement declared effective by can be filed with the SEC under the Securities Act as promptly soon as practicable after such filing, to thereafter reasonably practicable. Sema will cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with the preparation and filing of the Sema Registration Statement and the Proxy Statement. Each of OCA Form F-6, and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement Company will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of cause the Proxy Statement/Prospectus, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the applicable provisions of the Securities ActAct and the Exchange Act and the rules under them. Sema will use its best efforts, and the Proxy Company will cooperate with Sema, to cause the Sema Registration Statement will comply and the Form F-6 to be declared effective by the SEC as promptly as practicable after it is filed (including without limitation, responding to form in all material respects with any comments received from the provisions staff of the Exchange Act.SEC with respect to the Sema Registration Statement or the Proxy Statement/Prospectus) and to keep the Sema Registration Statement and the Form F-6 effective as long as is necessary to consummate the Merger. Each of Sema and the Company will, as promptly as practicable, provide to the other of them copies of any written comments received from the SEC with regard to the Sema Registration Statement or the Proxy Statement/Prospectus and will advise the other of them of any comments with respect to the Sema Registration Statement or the Proxy Statement/Prospectus which are received orally from the staff of the SEC. Sema will use its

Registration Statement and Proxy Statement. As soon as practicable following (a) COFI agrees to promptly prepare a registration statement on Form S-4 (the date hereof"Registration Statement") which, OCA subject to compliance by Alliance with Sections 6.03(b) and OrthAlliance shall jointly prepare(c), will comply in all material respects with applicable federal securities laws. The Registration Statement is to be filed by COFI with the SEC in connection with the issuance of COFI Common Stock in the Company Merger (including the proxy statement and prospectus and other proxy solicitation materials of Alliance constituting a part thereof (the "Proxy Statement") and all related documents). Alliance agrees to cooperate, and OCA shall file to cause its Subsidiaries, its counsel and its accountants to cooperate, with the SECCOFI, its counsel and its accountants, in preparation of the Registration Statement in which and the Proxy Statement; and provided that Alliance and its Subsidiaries have cooperated as required above, COFI agrees to file the Registration Statement will be included (or the form of the Proxy Statement) in preliminary form with the SEC as a prospectus. Each of OCA promptly as reasonably practicable and OrthAlliance shall use its reasonable best efforts to have cause such filing to occur within 60 days after execution of this Agreement. If COFI files the Proxy Statement in preliminary form, it agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved. Each of Alliance and COFI agrees to use all reasonable efforts to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filingfiling thereof. COFI also agrees to use all reasonable efforts to obtain, prior to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep effective date of the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain Statement, all necessary state securities law or "Blue Sky" permits and approvals required for the issuance of COFI Common Stock in the Company Merger. Alliance agrees to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other COFI all information concerning such party and other matters relevant to such partyAlliance, its stockholders Subsidiaries, officers, directors and the transactions contemplated herein, and take such other actions, shareholders as the other party or parties hereto may be reasonably request requested in connection with the preparation and filing of the Registration Statement and the Proxy Statement. foregoing. (b) Each of OCA Alliance and OrthAlliance agrees COFI agrees, as to itself and its Subsidiaries, that none of the information such party provides supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statementwill, at the time it the Registration Statement and each amendment or supplement thereto, if any, becomes effective and at under the Effective TimeSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or and (ii) in the case of the Proxy StatementStatement and any amendment or supplement thereto will, at the time date of the mailing of the Proxy Statement to Alliance shareholders and at the time of the OrthAlliance Stockholders' Alliance Meeting, 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 not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form any earlier statement in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as or any amendment or supplement thereto. Each of Alliance and COFI further agrees that if it shall become aware prior to form in all material respects with the provisions Effective Date of any information furnished by it that would cause any of the Exchange Actstatements in the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement. (c) COFI agrees to advise Alliance, promptly after COFI receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of COFI Common Stock for offering or sale in any jurisdiction, of 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. (d) At the request of COFI, Alliance shall employ a professional proxy solicitor to assist it in contacting shareholders in connection with soliciting votes for the adoption of this Agreement at the Alliance Meeting.

Registration Statement and Proxy Statement. As (a) Gold Banc shall, at Gold Banc's expense as soon as practicable following prepare and file a registration statement on Form S-4, including the date hereofProxy Statement, OCA to be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, Gold Banc and OrthAlliance Acquisition Subsidiary shall jointly prepareeach provide promptly to the other such information concerning their respective businesses, financial conditions, and OCA shall file with the SEC, affairs as may be required or appropriate for inclusion in the Registration Statement in which or the Proxy Statement will be included as a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement proxy statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request used in connection with the special stockholders' meetings of the Company, Acquisition Subsidiary and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Proxy Statement will (i) Company shall reasonably and timely object in the case of the writing. The Registration Statement, at the time it becomes effective is declared effective, and the Proxy Statement, at the Effective Timetime it is mailed to stockholders shall each comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, respectively. Gold Banc, Acquisition Subsidiary and the Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter Gold Banc and the Company shall distribute the Proxy Statement to their respective stockholders in accordance with applicable laws not fewer than twenty (20) Business Days prior to the date on which this Agreement is to be submitted to their respective stockholders for voting thereon. If necessary, in light of developments occurring subsequent to the distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement and Gold Banc, Acquisition Subsidiary and the Company shall mail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in the reasonable opinion of Gold Banc, Acquisition Subsidiary or the Company, be necessary so that the Proxy Statement, as so amended or supplemented, will contain any no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, or as may be necessary to comply with applicable law. The Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement will comply after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. (b) For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As soon as practicable following (a) MBFI agrees to promptly prepare a registration statement on Form S-4 (the date hereof“Registration Statement”) which, OCA subject to compliance by F▇▇▇ with Section 7.4(b), will comply in all material respects with applicable Securities Laws. The Registration Statement is to be filed by MBFI with the SEC in connection with the issuance of MBFI Common Stock in the Merger (including a combined proxy statement and OrthAlliance shall jointly prepareprospectus and other proxy solicitation materials of MBFI and F▇▇▇ constituting a part thereof (the “Joint Proxy Statement-Prospectus”) and all related documents). F▇▇▇ agrees to cooperate, and OCA shall file to cause its Subsidiaries, its counsel and its accountants to cooperate, with MBFI, its counsel and its accountants, in the SEC, preparation of the Registration Statement and the Joint Proxy Statement-Prospectus; and provided that F▇▇▇ and its Subsidiaries have cooperated as required above, MBFI agrees to file the Registration Statement (or the form of the Joint Proxy Statement-Prospectus) in which preliminary form with the Proxy Statement will be included SEC as a prospectus. Each of OCA promptly as reasonably practicable and OrthAlliance shall use its reasonable best efforts to have cause such filing to occur within 30 days after execution of this Agreement. Each Party agrees to use reasonable best efforts to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filing, filing thereof. MBFI also agrees to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) obtain, prior to obtain the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required for the issuance of MBFI Common Stock in the Merger. F▇▇▇ agrees to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other MBFI all information concerning such party and other matters relevant to such partyF▇▇▇, its stockholders Subsidiaries, officers, directors and the transactions contemplated herein, and take such other actions, shareholders as the other party or parties hereto may be reasonably request requested in connection with the preparation foregoing. (b) Each Party agrees, as to itself and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees its Subsidiaries, that none of the information such party provides supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statementwill, at the time it the Registration Statement and each amendment or supplement thereto, if any, becomes effective and at under the Effective TimeSecurities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or and (ii) in the case of the Joint Proxy Statement-Prospectus and any amendment or supplement thereto will, at the time date of mailing to the mailing of the Proxy Statement F▇▇▇ and MBFI shareholders, respectively, and at the time of the OrthAlliance Stockholders' F▇▇▇ Meeting and the MBFI Meeting, respectively, 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 not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light any earlier statement in the Joint Proxy Statement-Prospectus or any amendment or supplement thereto. Each Party further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the circumstances under which they are madestatements in the Joint Proxy Statement-Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading. The , to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement - Prospectus. (c) MBFI agrees to advise F▇▇▇, promptly after MBFI receives notice thereof, of the time when the Registration Statement will comply as to form in all material respects with the provisions has become effective or any supplement or amendment has been filed, of the Securities Act, and issuance of any stop order or the Proxy Statement will comply as to form in all material respects with the provisions suspension of the Exchange Actqualification of MBFI Common Stock for offering or sale in any jurisdiction, of 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.

Registration Statement and Proxy Statement. As soon as practicable following the date hereof, OCA (a) Summa and OrthAlliance Calnetics shall jointly prepare, and OCA shall file with the SEC, cooperate in preparing the Registration Statement in which (including any amendments or supplements thereto) and the Joint Proxy Statement will Statement/Prospectus to be included therein and each shall furnish to the other for inclusion therein all such information relating to it as a prospectusthe other party or its counsel reasonably requests. Each of OCA Summa shall file the Registration Statement with the Commission promptly after completion, and OrthAlliance Summa and Calnetics shall use its all reasonable best efforts to respond to any comments of the Commission staff and to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after and, thereafter, to maintain such effectiveness through the Effective Time. Summa agrees to provide to Calnetics the opportunity to review and comment on the Registration Statement, each amendment or supplement to the Registration Statement, each responsive correspondence to be sent to the Commission, and each form of the Joint Proxy Statement/Prospectus within a reasonable time before filing, and agrees not to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep file any such documents without Calnetics' consent. Summa shall (i) include in the Registration Statement effective and each amendment and supplement information relating to Calnetics, its business and financial condition only as long as is reasonably necessary authorized by Calnetics, and (ii) promptly provide to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain Calnetics copies of all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments correspondence received from the SEC Commission with respect to the Registration Statement and its amendments or supplements and copies of all responsive correspondence to the Commission. Summa agrees to notify Calnetics of any stop orders or threatened stop orders with respect to the Registration Statement. The Joint Proxy Statement/Prospectus may be filed with the Commission as confidential preliminary proxy material under Regulation 14A of the Exchange Act. (b) Calnetics and Summa shall not furnish to their respective shareholders any proxy materials relating to this Agreement or the Merger until the Registration Statement has become effective. Calnetics and Summa each shall mail to its shareholders (i) as promptly as practicable after the Registration Statement becomes effective, the Joint Proxy Statement Statement/Prospectus (the date of such mailing hereinafter being referred to as the "Mailing Date"), (ii) as promptly as practicable after receipt thereof, any supplemental or amended Joint Proxy Statement/Prospectus, and (iii) such other supplementary proxy materials as may be necessary, in light of the documents incorporated by reference thereincircumstances arising after the mailing of the Joint Proxy Statement/Prospectus, provide copies thereof to make the Joint Proxy Statement/Prospectus, as theretofore supplemented or amended, complete and correct. The Joint Proxy Statement/Prospectus and all amendments and supplements thereto shall comply with applicable law and shall be in form and substance satisfactory to Summa and Calnetics. (c) Summa and Calnetics each shall advise the other partyif, consult with each other and prepare written responses to such comments. The parties will promptly furnish to at any time before the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with the preparation and filing effective date of the Registration Statement and Statement, the Proxy Statement. Each of OCA and OrthAlliance agrees that none date of the information such party provides for inclusion special meeting of Calnetics Shareholders to be held pursuant to Section 8.6 hereof, the date of the special meeting of Summa Shareholders to be held pursuant to Section 8.7 hereof, or incorporation by reference in the Effective Time, the Registration Statement or the Joint Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any /Prospectus contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they are were made, not misleading. The Registration Statement will comply In such event, Summa or Calnetics, as to form in all material respects the case may be, shall provide the other with the provisions of the Securities Act, and the Proxy Statement will comply as information needed to form in all material respects with the provisions of the Exchange Actcorrect such misstatement or omission.

Registration Statement and Proxy Statement. As soon as reasonably practicable following after the date hereofexecution of this Agreement, OCA the Company will prepare and OrthAlliance shall jointly prepare, and OCA shall file with the SECSEC a preliminary proxy statement in form and substance reasonably satisfactory to Parent, and Parent will prepare and file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") in which connection with the registration under the Securities Act of the Parent Series A Stock issuable in the Merger and upon exercise of the Assumed Options. The proxy statement furnished to the Company's stockholders in connection with the Special Meeting (the "Proxy Statement Statement") will be included as a prospectuspart of the prospectus forming part of the Registration Statement. Each party hereto agrees to use commercially reasonable efforts to cooperate with each other party in connection with the preparation and filing of the preliminary proxy statement, the Proxy Statement and the Registration Statement, including providing information to the other party with respect to itself as may be reasonably required in connection therewith. Each of OCA Parent and OrthAlliance shall the Company will use its commercially reasonable best efforts to have respond to any comments of the SEC, to cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly soon as reasonably practicable after such filing, filing and to thereafter continue to be effective as of the Effective Time and to cause the Proxy Statement approved by the SEC to be mailed to OrthAlliancethe Company's stockholders as promptly as practicable, and at the earliest practicable time. Parent also will use commercially reasonable efforts to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its take any reasonable best efforts action (other than qualifying to do business in any jurisdiction in which it is not currently now so qualified, subjecting itself to taxation in any jurisdiction in which it is not now so subject, giving any consent to general service of process in any jurisdiction in which it is not now subject to such service or changing in any respect its authorized or outstanding capital stock or the composition of its assets) required to obtain all necessary be taken under any applicable state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request blue sky laws in connection with the preparation and filing issuance of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation Parent Series A Stock to be covered by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As Gold Banc shall, at Gold Banc's expense as soon as practicable following prepare and file a registration statement on Form S-4 to be filed with the date hereofSEC pursuant to the Securities Act for the purpose of registering the shares of Gold Banc Common Stock to be issued in the Merger (the "Registration Statement"). The Company, OCA Gold Banc and OrthAlliance Acquisition Subsidiary shall jointly prepareeach provide promptly to the other such information concerning their respective businesses, financial conditions, and OCA shall file with the SEC, affairs as may be required or appropriate for inclusion in the Registration Statement in which or the Proxy Statement will be included as a prospectus. Each of OCA and OrthAlliance shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement proxy statement to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request used in connection with the special stockholders' meetings of the Company and Gold Banc to be called for the purpose of considering and voting on the Merger (the "Proxy Statement"). The Company, Gold Banc and Acquisition Subsidiary shall each cause their counsel, auditors and other experts to cooperate with the other's counsel, auditors and other experts in the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference Gold Banc shall not include in the Registration Statement any information concerning the Company or any Subsidiary to which the Company shall reasonably and timely object in writing. Gold Banc, Acquisition Subsidiary and the Company shall use their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter the Company shall distribute the Proxy Statement will (i) to its stockholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its stockholders for voting thereon. If necessary, in light of developments occurring subsequent tothe distribution of the Proxy Statement, Gold Banc shall prepare and file such amendments or supplements to the Registration Statement and the Proxy Statement and Gold Banc and the Company shall mail or otherwise furnish to their stockholders such amendments to the Proxy Statement or supplements to the Proxy Statement as may, in the case reasonable opinion of Gold Banc, Acquisition Subsidiary or the Registration Company, be necessary so that the Proxy Statement, at the time it becomes effective and at the Effective Timeas so amended or supplemented, will contain any no untrue statement of a any material fact or and will not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, or as may be necessary to comply with applicable law. The Gold Banc and Acquisition Subsidiary shall not be required to maintain the effectiveness of the Registration Statement will comply after delivery of the Gold Banc Common Stock issued pursuant hereto for the purpose of resale of Gold Banc Common Stock by any Person. For a period of at least two years from the Effective Time, Gold Banc shall make available "adequate current public information" within the meaning of and as required by paragraph (c) of Rule 144 adopted pursuant to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act.

Registration Statement and Proxy Statement. As soon 1. Each of Fifth Third and CNB Bancshares agree to cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Fifth Third with the SEC in connection with the issuance of Fifth Third Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of CNB Bancshares constituting a part thereof (the "Proxy Statement") and all related documents). The Registration Statement and the Proxy Statement shall comply as practicable following to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Fifth Third and CNB Bancshares agree to each use their best efforts to enable CNB Bancshares to file the Proxy Statement in preliminary form with the SEC within sixty (60) days of the date hereof, OCA hereof and OrthAlliance shall jointly prepare, and OCA shall CNB Bancshares agrees to furnish the preliminary Proxy Statement in draft form for comments to Fifth Third at least 5 days prior to the anticipated filing. Unless Fifth Third elects to file with the SEC, the Registration Statement in which sooner, Fifth Third agrees to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved. Each of Fifth Third and CNB Bancshares shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Proxy Statement, as the case may be, to the other party, and advise the other party of any oral comments with respect to the Registration Statement or the Proxy Statement will be included as a prospectusreceived from the SEC. Each of OCA Fifth Third and OrthAlliance shall CNB Bancshares agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective by the SEC under the Securities Act as promptly as reasonably practicable after such filingfiling thereof. As promptly as possible after the Registration Statement is declared effective, CNB Bancshares agrees to thereafter cause mail the Proxy Statement to be mailed its shareholders. Fifth Third also agrees to OrthAlliance's stockholders as promptly as practicable, and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this the Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect CNB Bancshares agrees to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other Fifth Third all information concerning such party and other matters relevant to such partyCNB Bancshares, its Subsidiaries, officers, directors and stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may be reasonably request requested in connection with the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Actforegoing.

Registration Statement and Proxy Statement. (i) As soon promptly as practicable following after the date hereofexecution of this Agreement, OCA (x) Acquiror and OrthAlliance the Company shall jointly prepare, prepare and OCA Acquiror shall file with the SECSEC a proxy statement relating to the Acquiror Stockholders’ Meeting and the Acquiror Share Redemption (such proxy statement, together with any exhibits, amendments or supplements thereto, the “Proxy Statement”) and (y) Acquiror shall prepare (with the Company’s reasonable cooperation, including causing its Subsidiaries and Representatives to cooperate) and file with the SEC the Registration Statement Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Acquiror Class A Common Stock to be issued under this Agreement (collectively, the “Registration Statement Securities”). Each of OCA Acquiror and OrthAlliance the Company shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Mergertransactions contemplated hereby. OCA Acquiror shall be responsible for the payment of all filing and other fees and expenses in connection with the preparation, filing and mailing of the Registration Statement and Proxy Statement, as applicable; provided, however, that in the event this Agreement is terminated in accordance with Article XI, the Company shall promptly reimburse Acquiror for 50% of all such filing fees and other fees and expenses incurred in connection with the preparation, filing and mailing of the Registration Statement and Proxy Statement, as applicable, prior to the time at which the Agreement is terminated. Acquiror also agrees to use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law Securities Laws or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreementhereby, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. The parties willEach of Acquiror and the Company agrees to furnish to the other party all information concerning itself, promptly upon receipt of written comments from the SEC its Subsidiaries, officers, directors, employees, managers and stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference thereinStatement, provide copies thereof a Current Report on Form 8‑K pursuant to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request Exchange Act in connection with the preparation transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Acquiror, the Company or their respective Subsidiaries to any regulatory authority (including NASDAQ) in connection with the Merger and filing the other transactions contemplated hereby (collectively, the “Offer Documents”). Acquiror will cause the Proxy Statement to be mailed to the Acquiror Stockholders promptly after the Registration Statement is declared effective under the Securities Act and the Proxy Statement is cleared of any comments under the Exchange Act. (ii) To the extent permitted by Law, Acquiror will advise the Company, reasonably promptly after Acquiror receives notice thereof, of the time when the Registration Statement has been declared effective or any supplement or amendment to the Registration Statement has been filed, of the issuance of any stop order or the suspension of the qualification of the Acquiror Common Stock for offering or sale in any jurisdiction, 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 Registration Statement and or the Proxy StatementStatement or for additional information. Each of OCA Acquiror and OrthAlliance agrees the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. To the extent permitted by Law, the Company and its counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement and the Registration Statement each time before any such document is filed with the SEC, and Acquiror shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent permitted by Law, Acquiror shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Acquiror or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement and the Registration Statement promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of Acquiror to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (iii) Each of Acquiror and the Company shall ensure that none of the information such party provides supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement or will, at the Proxy Statement will (i) in the case of time the Registration StatementStatement is filed with the SEC, at each time at which it is amended, at the time it becomes is declared effective under the Securities Act, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading, misleading or (iiB) in the case of the Proxy StatementStatement will, at the time of date it is first mailed to the mailing of the Proxy Statement Acquiror Stockholders and at the time of the OrthAlliance Acquiror Stockholders' ’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The . (iv) If at any time prior to the Effective Time any information relating to the Company, Acquiror or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or Acquiror, which is required or otherwise reasonably desirable to be set forth in an amendment or supplement to the Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and or the Proxy Statement will comply as so that neither such document would include any misstatement of a material fact or omit to form state any material fact necessary to make the statements therein (with respect to the Proxy Statement, in all material respects light of the circumstances under which they were made), not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the provisions of SEC and, to the Exchange Actextent required by Law, disseminated to the Acquiror Stockholders.

Registration Statement and Proxy Statement. As soon as practicable following the date hereof, OCA Parent shall prepare and OrthAlliance shall jointly prepare, and OCA shall file with the SECSEC as soon as reasonably practicable after this Agreement has been approved by the board of directors and stockholders of the Company, the Proxy Statement and the Registration Statement (in which the Proxy Statement will shall be included as a prospectus. Each of OCA included) and OrthAlliance shall use its all reasonable best efforts to have the Registration Statement declared effective by the SEC under the Securities Act as promptly as practicable after such filing, to thereafter cause the Proxy Statement thereafter. Parent shall also take any action required to be mailed to OrthAlliance's stockholders as promptly as practicable, and to keep taken under applicable state blue sky or securities laws in connection with the Registration Statement effective as long as is reasonably necessary to consummate issuance of Parent Common Stock in the Merger. OCA ; provided, however, that with respect to such blue sky qualifications neither Parent nor the Company shall also use its reasonable best efforts (other than qualifying be required to do business register or qualify as a foreign corporation or to take any action which would subject it to service of process in any jurisdiction in which it where any such entity is not currently qualified) now so subject, except as to obtain all necessary state securities law matters and transactions relating to or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments arising solely from the SEC with respect to the Registration Statement, the Proxy Statement offer and sale of Parent Common Stock. Parent and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will Company shall promptly furnish to the each other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated hereininformation, and take such other actions, as the other party or parties hereto may reasonably request be requested in connection with any action by any of them in connection with the preparation preceding sentence. The information provided and filing to be provided by each of the Company and Parent (and by their auditors, attorneys, financial advisors or other consultants or advisors) to the other for use in the Registration Statement and the Proxy Statement. Each Statement shall be true and complete in all material respects without omission of OCA and OrthAlliance agrees that none any material fact which is required to make such information not false or misleading as of the information such party provides for inclusion or incorporation by reference in date the Registration Statement or becomes effective, the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing date of the Proxy Statement and at the time Effective Time. The Proxy Statement shall include the recommendation of Parent's Board of Directors in favor of the OrthAlliance Stockholders' MeetingMerger, contain any untrue statement of a material fact or omit unless otherwise necessary due to state any material fact required to be stated therein or necessary in order to make the statements therein, in light applicable fiduciary duties of the circumstances under which they are madedirectors of Parent, not misleading. The Registration Statement will comply as determined pursuant to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange ActSection 6.1(h).

Registration Statement and Proxy Statement. As soon as practicable following the date hereofof this Agreement, OCA Tremont shall prepare and OrthAlliance shall jointly prepare, and OCA shall file with the SECSEC a preliminary Proxy Statement in form and substance reasonably satisfactory to each of Valhi and Tremont, and Valhi shall prepare and file with the SEC the Registration Statement Statement, in which the Proxy Statement will be included as a prospectusincluded. Each of OCA Valhi and OrthAlliance Tremont shall use its reasonable best commercial efforts to (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective by the SEC under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing, to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders as promptly as practicable, filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. OCA shall also Tremont will use its reasonable best commercial efforts (to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will notify the other than qualifying promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to do business the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Valhi or Tremont, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the stockholders of Tremont such amendment or supplement. The Proxy Statement shall, subject to Section 5.3, include the recommendation of the board of directors of Tremont in favor of approval of this Agreement and the transactions contemplated hereby. The Proxy Statement shall also include the Fairness Opinion of the Tremont Financial Advisor. Valhi shall take any jurisdiction action required to be taken under any applicable state securities or "blue sky" laws in which it is not currently qualified) connection with the issuance of the Valhi Common Stock pursuant to obtain the Merger, and Tremont shall furnish all information concerning Tremont and the holders of shares of Tremont Common Stock and rights to acquire such shares pursuant to the Tremont Option Plans as may be reasonably requested in connection with any such action. Valhi will use its reasonable commercial efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Skyblue sky" permits and or approvals required to carry out the transactions contemplated by this Agreement. The parties will, promptly upon receipt of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with the preparation and filing of the Registration Statement and the Proxy Statement. Each of OCA and OrthAlliance agrees that none of the information such party provides for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form in all material respects with the provisions of the Securities Act, and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Acthereby.

Registration Statement and Proxy Statement. As soon as practicable following the date hereof, OCA (a) Summa and OrthAlliance Calnetics shall jointly prepare, and OCA shall file with the SEC, cooperate in preparing the Registration Statement in which (including any amendments or supplements thereto) and the Joint Proxy Statement will Statement/Prospectus to be included therein and each shall furnish to the other for inclusion therein all such information relating to it as a prospectusthe other party or its counsel reasonably requests. Each of OCA Summa shall file the Registration Statement with the Commission promptly after completion, and OrthAlliance Summa and Calnetics shall use its all reasonable best efforts to respond to any comments of the Commission staff and to have the Registration Statement declared effective as promptly as practicable and, thereafter, to maintain such effectiveness through the Effective Time. Summa agrees to provide to Calnetics the opportunity to review and comment on the Registration Statement, each amendment or supplement to the Registration Statement, each responsive correspondence to be sent to the Commission, and each form of the Joint Proxy Statement/Prospectus within a reasonable time before filing, and agrees not to file any such documents without Calnetics' consent. Summa shall (i) include in the Registration Statement and each amendment and supplement information relating to Calnetics, its business and financial condition only as authorized by Calnetics, and (ii) promptly provide to Calnetics (b) Calnetics and Summa shall not furnish to their respective shareholders any proxy materials relating to this Agreement or the SEC under Merger until the Securities Act Registration Statement has become effective. Calnetics and Summa each shall mail to its shareholders (i) as promptly as practicable after the Registration Statement becomes effective, the Joint Proxy Statement/Prospectus (the date of such filingmailing hereinafter being referred to as the "Mailing Date"), to thereafter cause the Proxy Statement to be mailed to OrthAlliance's stockholders (ii) as promptly as practicablepracticable after receipt thereof, any supplemental or amended Joint Proxy Statement/Prospectus, and (iii) such other supplementary proxy materials as may be necessary, in light of the circumstances arising after the mailing of the Joint Proxy Statement/Prospectus, to keep make the Registration Statement effective Joint Proxy Statement/Prospectus, as long as is reasonably necessary to consummate the Merger. OCA shall also use its reasonable best efforts (other than qualifying to do business in any jurisdiction in which it is not currently qualified) to obtain all necessary state securities law theretofore supplemented or "Blue Sky" permits amended, complete and approvals required to carry out the transactions contemplated by this Agreementcorrect. The parties willJoint Proxy Statement/Prospectus and all amendments and supplements thereto shall comply with applicable law and shall be in form and substance satisfactory to Summa and Calnetics. (c) Summa and Calnetics each shall advise the other if, promptly upon receipt at any time before the effective date of written comments from the SEC with respect to the Registration Statement, the Proxy Statement and the documents incorporated by reference therein, provide copies thereof to the other party, consult with each other and prepare written responses to such comments. The parties will promptly furnish to the other all information concerning such party and other matters relevant to such party, its stockholders and the transactions contemplated herein, and take such other actions, as the other party or parties hereto may reasonably request in connection with the preparation and filing date of the Registration Statement and special meeting of Calnetics Shareholders to be held pursuant to Section 8.6 hereof, the Proxy Statement. Each of OCA and OrthAlliance agrees that none date of the information such party provides for inclusion special meeting of Summa Shareholders to be held pursuant to Section 8.7 hereof, or incorporation by reference in the Effective Time, the Registration Statement or the Joint Proxy Statement will (i) in the case of the Registration Statement, at the time it becomes effective and at the Effective Time, contain any /Prospectus contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) in the case of the Proxy Statement, at the time of the mailing of the Proxy Statement and at the time of the OrthAlliance Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they are were made, not misleading. The Registration Statement will comply In such event, Summa or Calnetics, as to form in all material respects the case may be, shall provide the other with the provisions of the Securities Act, and the Proxy Statement will comply as information needed to form in all material respects with the provisions of the Exchange Actcorrect such misstatement or omission.