Common use of Registration Statement Clause in Contracts

Registration Statement. (a) Sky agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees to The Controlling Partnership shall as promptly as practicable following the delivery of an Election Notice in accordance with Section 1.1 prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 such form as the Controlling Partnership in consultation with its legal counsel shall determine to be appropriate under the United States Securities Exchange Act of 1934, as amended (the "“Exchange Act”) and, if applicable, the United States Securities Act of 1933, as amended (the “Securities Act”) for the Controlling Partnership Units to be issued to, and distributed by, KPE pursuant to this Agreement (such registration statement(s), as amended or supplemented from time to time and together with any prospectus included therein, the “Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement"”) and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of shall as promptly as practicable thereafter file the Registration Statement with the SEC. Each of the Controlling Partnership and the Proxy Statement; and provided that Metropolitan and KPE shall use its Subsidiaries reasonable best efforts to have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with declared effective by the SEC as promptly as reasonably practicable. Each of Metropolitan practicable and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of keep the Registration Statement, all Statement effective as long as is necessary state securities law or "Blue Sky" permits and approvals required to carry out consummate the transactions contemplated by this Agreement. Metropolitan agrees As promptly as practicable following the date on which the Registration Statement is declared effective by the SEC, KPE shall mail, or otherwise disseminate in a manner that complies with any applicable law, rule, regulation and the KPE Limited Partnership Agreement, the Registration Statement (or prospectus contained therein) to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the holders of the KPE Common Units. Notwithstanding the foregoing, nothing contained in this Agreement, including Section 4.3 and Section 4.5, shall be deemed to require the Controlling Partnership or any of its affiliates to take any action that would require the Controlling Partnership or any of its affiliates to become subject to regulation under the Investment Company Act. (b) Each The directors of Metropolitan and Sky agreesthe KPE GP who are not affiliated with the Controlling Partnership (the “Independent Directors”) shall furnish, as or cause to itself be furnished, to the Controlling Partnership all information concerning the Independent Directors, if any, required to be included in the Registration Statement. The Controlling Partnership shall provide KPE and its Subsidiaries, that none of the information supplied or legal counsel with a reasonable opportunity to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time review and comment on the Registration Statement and any amendments or supplements thereto prior to the filing thereof with the SEC. The Controlling Partnership shall, as promptly as practicable after receipt thereof, (i) provide KPE and its legal counsel with copies of any written comments and advise KPE and its legal counsel of any oral comments with respect to the Registration Statement received from the SEC and (ii) notify KPE and its legal counsel of any requests by the SEC for any supplement thereto or for additional information. As promptly as practicable after receipt of any written correspondence from the SEC and reasonably in advance of transmitting any written correspondence to the SEC, in each case relating to the Registration Statement, the Controlling Partnership shall provide KPE and its legal counsel with (i) copies of any such correspondence and (ii) a reasonable opportunity to review and comment on any such correspondence. (c) The Controlling Partnership and KPE shall cooperate and consult with each other in connection with the filing with, and the review by, the SEC of the Registration Statement. The Controlling Partnership shall (i) consider in good faith any comments and suggestions on the disclosure to be included in the Registration Statement made by KPE and/or its legal counsel and (ii) incorporate such comments into the Registration Statement if failure to do so would reasonably be expected, in the good faith judgment of the Controlling Partnership after taking into account the advice of its outside legal counsel, to result in a violation of, or give rise to liability under any applicable securities laws. For purposes of clauses (i) and (ii) above, where the Controlling Partnership would otherwise elect not to incorporate any comment or suggestion made by KPE or its legal counsel, KPE and its legal counsel shall be provided with the reasonable opportunity to discuss any such comments directly with the Controlling Partnership, the Controlling Partnership’s auditors and outside legal counsel for the Controlling Partnership. (d) Notwithstanding the provisions of Section 4.2(c), neither the Registration Statement (or any amendment or supplement thereto) nor any written correspondence relating to the Registration Statement (including any responses to any comments from the SEC) shall include any statements regarding the Independent Directors without KPE’s prior written consent to include such statements, if any, which consent shall not be unreasonably withheld or delayed. (e) The Controlling Partnership covenants and agrees that (i) as of each of the date on which the Registration Statement becomes effective under and as of the Securities ActClosing Date, the Registration Statement will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that the foregoing covenant shall not apply to any information concerning the Independent Directors furnished in writing by or on behalf of the Independent Directors specifically for use in the Registration Statement, it being understood that such information shall be identified as such by KPE prior to the effectiveness of the Registration Statement (the “Specified Information”) and (ii) as of the Proxy date on which the Registration Statement becomes effective, the Registration Statement will comply as to form in all material respects with the applicable provisions of the Securities Act, Exchange Act and the applicable rules and regulations of the SEC thereunder. (f) If at any time prior to the Closing any information should be discovered by either the Controlling Partnership or KPE that should be set forth in an amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at Registration Statement so that the time of the Metropolitan Meeting, as the case may be, contain Registration Statement would not include any untrue statement misstatement 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 thattherein, in the light of the circumstances under which such statement is they were made, will be false not misleading, the party that discovers such information shall promptly notify the other party, and to the extent required by law, rules or misleading with respect to any material factregulations, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any an appropriate amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it describing such information shall become aware prior to be promptly filed with the Effective Date of any information furnished by it that would cause any of the statements 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 StatementSEC. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees to Parent and Company shall prepare pursuant to all applicable lawsand Parent shall file with the SEC, rules the Prospectus/Joint Proxy Statement (as defined below), and regulations a registration statement Parent shall prepare and file with the SEC the Registration Statement on Form S-4 (the "Registration Statement") to be filed by Sky with the SEC by Parent in connection with the issuance of Sky shares of Parent Common Shares Stock in the Merger (including the Company proxy statement and prospectus and other proxy solicitation materials of Metropolitan (the “Prospectus/Joint Proxy Statement”) constituting a part thereof thereof, the “Registration Statement”), as promptly as practicable after the date hereof (and the "parties shall use their reasonable best efforts to make such filings no later than forty-five (45) calendar days following the date of this Agreement). Company shall, upon request, furnish to Parent all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Joint Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement or any other statement, filing, notice or application made in connection therewith. (b) Parent and the Proxy Statement; and provided that Metropolitan and Company each shall use its Subsidiaries reasonable best efforts to have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereofsuch filing, and promptly thereafter Company and Parent shall mail the Prospectus/Joint Proxy Statement to the holders of Company Common Stock and Parent Common Stock. Sky also agrees Parent shall promptly provide Company with copies of any written comments and advise Company of any oral comments with respect to use all the Registration Statement received from the SEC. Each Party shall cooperate and provide the other with a reasonable efforts opportunity to obtain, review and comment on any amendment or supplement to the Registration Statement prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection filing such with the foregoingSEC. (bc) Each of Metropolitan Company and Sky Parent each agrees, as to for itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willwill not, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case with respect to the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Registration Statement, and (ii) the Prospectus/Joint Proxy Statement and any amendment or supplement thereto willwill not, at the date of mailing to the Metropolitan Company shareholders and at the time of the Metropolitan Meeting, as Company Special Meeting to be held in connection with the case may beMerger, 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 any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading not misleading, in each case with respect to any material fact, the information supplied or that will omit to state any material fact necessary in order to make the statements therein not false be supplied by it or misleading its Subsidiaries for inclusion or necessary to correct any statement in any earlier statement incorporation by reference in the Prospectus/Joint Proxy Statement. Company and Parent will cause the Registration Statement or any amendment or supplement theretoto comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Each of Metropolitan Company and Sky further Parent agrees that if it such Party shall become aware prior to the Effective Date Time of any information furnished by it such Party that would cause any of the statements in the Prospectus/Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit that would result in an omission to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party Party thereof and to take the necessary steps to correct the Prospectus/Joint Proxy Statement. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees to prepare pursuant to all applicable lawsAs promptly as practicable after the execution of this Agreement, rules the Company, Southern and regulations DevvStream shall prepare, and the Company shall file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the "proxy statement/prospectus contained therein, the “Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance registration under the Securities Act of Sky the Company Common Shares to be issued in the Merger (including the Mergers, which proxy statement and statement/prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, included in preparation of the Registration Statement will also constitute the DevvStream Circular and the Company Proxy Statement; and provided that Metropolitan and . (b) The Company shall use its Subsidiaries reasonable best efforts to have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after such filing thereofand to keep the Registration Statement effective as long as is necessary to consummate the Mergers. (c) Each of the Company, Southern and DevvStream shall furnish all information concerning it and its Affiliates as may reasonably be requested by the other Parties or that is required for the Registration Statement. Sky also agrees to Each Party shall use all commercially reasonable efforts to obtainpromptly provide responses to the SEC with respect to all comments of the SEC received on the Registration Statement. The Company shall promptly notify Southern and DevvStream of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or for additional information, and shall provide Southern and DevvStream with copies of all correspondence between the Company and the SEC with respect to the Registration Statement. (d) If at any time prior to the effective date Effective Time any information relating to the Company, Southern or DevvStream, or any of their respective Affiliates, officers or directors, should be discovered by the Company, Southern or DevvStream which should be set forth in an amendment or supplement to the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, so that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain would not include any untrue statement misstatement 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material factnot misleading, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in Party which discovers such information shall promptly notify the Proxy Statement or any other Parties and an appropriate amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it describing such information shall become aware prior be promptly filed with the SEC and, to the Effective Date extent required by Law, disseminated to the shareholders of any information furnished by it that would cause any of DevvStream and Southern (and the statements in the Proxy Statement to be false or misleading with respect to any material factCompany, 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 Statementif applicable). (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky United agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "“Registration Statement"”) to be filed by Sky United with the SEC in connection with the issuance of Sky United Common Shares Stock in the Merger (including the proxy statement prospectus of United and prospectus and other proxy solicitation materials of Metropolitan CBTC constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan agrees CBTC and United agree to cooperate, and to cause its Subsidiaries their respective Subsidiaries, as applicable, to cooperate, with Sky, the other and its counsel and its accountants, accountants in the preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky . United agrees to file the Proxy Statement and the Registration Statement (together, including the "Proxy Statement/Prospectus"Statement in preliminary form) with the SEC as promptly as reasonably practicablepracticable and in any event within 75 days from the date of this Agreement. Each of Metropolitan CBTC and Sky United agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Each of United and CBTC agrees to furnish to Sky the other party all information concerning Metropolitanitself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the foregoingRegistration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, CBTC or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. CBTC shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Metropolitan CBTC and Sky United agrees, as to itself and its SubsidiariesSubsidiaries and affiliates, as applicable, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan CBTC Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan CBTC and Sky United further agrees that if it shall become aware prior to the Effective Date date of the CBTC Meeting of any information furnished by it that would cause any of the statements 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) Sky United agrees to advise MetropolitanCBTC, promptly after Sky United 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 Sky Shares United 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. (a) Sky agrees On or prior to the Filing Date, the Company shall prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky file with the SEC a Registration Statement or, if a Registration Statement is then effective, a supplement to the Prospectus, in connection with either case covering the issuance resale of Sky Common Shares all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (or any successor provision). (i) In addition to other methods of distribution, including methods of distribution permitted in the Merger Plan of Distribution of the prospectus dated February 13, 2015, at any time that a Registration Statement is effective, if the Investor delivers a notice (“Takedown Notice”) to the Company stating that it intends to sell all or part of its Registrable Securities included on the Registration Statement, including in an underwritten block sale (a “Shelf Offering”), then the proxy statement and Company shall, as promptly as practicable, amend or file such prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees supplements to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Offering. (ii) The Investor may deliver three (3) such Takedown Notices. (iii) In any Shelf Offering that is an underwritten offering, (a) the Investor shall select a nationally-recognized investment banking firm to act as a underwriter with respect to the offering of such Registrable Securities, with the consent of the Company as to the selection of such underwriter, not to be unreasonably withheld and (b) the Company shall enter into an underwriting agreement that is reasonably acceptable to the Company and the Proxy Statement; Investor, with such agreement containing representations, warranties, indemnities and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement agreements customarily included (together, the "Proxy Statement/Prospectus") but not inconsistent with the SEC as promptly as reasonably practicable. Each covenants and agreements of Metropolitan and Sky agrees the Company contained herein) by an issuer of securities similar to the Registrable Securities in underwriting agreements with respect to offerings of securities similar to the Registrable Securities for the account of, or on behalf of, such issuers. (b) The Company shall use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtainpossible, but in any event on or prior to the effective date of the Registration StatementEffectiveness Date, all necessary state securities law or "Blue Sky" permits and approvals required shall use its reasonable best efforts to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) keep the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes continuously effective under the Securities Act, contain any untrue statement Act (including re-filing such Registration Statement upon its expiration and filing a “shelf” registration on Form S-1 within 45 days following the Company’s ineligibility to use Form S-3) until the earlier 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing that all Registrable Securities covered by such Registration Statement have been sold pursuant to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Registration Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to under Rule 144 (the Effective Date of any information furnished by it that would cause any of the statements 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“Effectiveness Period”). (c) Sky agrees Notwithstanding anything in this Agreement to advise Metropolitanthe contrary the Company may, promptly by written notice to each Investor, suspend sales under a Registration Statement after Sky receives notice thereofthe Effective Date thereof and/or require that each Investor immediately cease the sale of Registrable Securities pursuant thereto and/or defer the filing of any subsequent Registration Statement if the Company is engaged in a material merger, acquisition or sale and the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of such activity, (a) it would be materially detrimental to the Company (other than as relating solely to the price of the time when the Common Stock) to maintain a Registration Statement has become effective at such time or any supplement or amendment has been filed, (b) it is in the best interests of the issuance Company to suspend sales under such Registration Statement at such time. Upon receipt of such notice, each Investor shall immediately discontinue any sales of Registrable Securities pursuant to such registration until such Investor is advised in writing by the Company that the current Prospectus or amended Prospectus, as applicable, may be used. In no event, however, shall this right be exercised to suspend sales beyond the period during which (in the good faith determination of the Board of Directors) the failure to require such suspension would be materially detrimental to the Company. The Company’s rights under this Section 2.01(c) may be exercised in any twelve-month (12) period for a period of no more than an aggregate of sixty (60) days and not more than two (2) times. Immediately after the end of any stop order or suspension period under this Section 2.01(c), the suspension Company shall use reasonable best efforts to take all necessary actions (including filing any required supplemental Prospectus) to restore the effectiveness of the qualification of Sky Shares 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 applicable Registration Statement or for additional informationand the ability of each Investor to publicly resell its Registrable Securities pursuant to such effective Registration Statement.

Registration Statement. (a) Sky agrees Buyer and the Company agree to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "“Registration Statement"”) to be filed by Sky Buyer with the SEC in connection with the issuance of Sky the Buyer Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "“Proxy Statement"/Prospectus”) and all related documents). Metropolitan agrees Each of Buyer and the Company agree to cooperate, and use its reasonable best efforts to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with be declared effective by the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Buyer also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all obtain any necessary state securities law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan The Company agrees to furnish to Sky all information concerning Metropolitancooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, its Subsidiaries, officers, directors consents and shareholders as may be reasonably requested letters from the Financial Advisor and the Company’s independent auditors in connection with the foregoingRegistration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Metropolitan Buyer and Sky the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Company Meeting, as the case may be, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan Buyer and Sky the Company further agrees that if it shall become aware prior to the Effective Date Time of any information furnished by it that would cause any of the statements in the Proxy Statement 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, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Sky agrees to Buyer will advise Metropolitanthe Company, promptly after Sky Buyer 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 Sky Shares Buyer 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. (a) Sky agrees to Plumas shall prepare pursuant to all applicable laws, rules and regulations file a registration statement on Form S-4 or other applicable form (the "“Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance of Sky the shares of Plumas Common Shares Stock to Cornerstone shareholders as the Stock Consideration in the Merger (including the proxy statement for the Cornerstone Meeting and the prospectus and other proxy solicitation materials of Metropolitan Plumas constituting a part thereof (the "“Proxy Statement"/Prospectus”) and all related documents). Metropolitan Cornerstone shall prepare and furnish such information, financial statements and disclosures relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and Cornerstone, and its legal, financial and accounting advisors, shall have the right to review in advance and comment on such Registration Statement prior to its filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. Cornerstone agrees to cooperate, cooperate with ▇▇▇▇▇▇ and to cause its Subsidiaries to cooperate, with Sky, its ▇▇▇▇▇▇’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountantsfinancial advisor, legal counsel and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided that Metropolitan and /Prospectus. Plumas shall use its Subsidiaries have cooperated as required abovecommercially reasonable efforts to file, Sky agrees or cause to file the Proxy Statement and be filed, the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicablepracticable thereafter. Each of Metropolitan Cornerstone and Sky ▇▇▇▇▇▇ agrees to use all its commercially reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Plumas also agrees to use all its commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, Cornerstone shall promptly mail at its own expense the Proxy Statement/Prospectus to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingshareholders. (b) Each of Metropolitan Cornerstone and Sky agrees, as to itself and its Subsidiaries, Plumas agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan Cornerstone’s shareholders and at the time of the Metropolitan Cornerstone Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan Cornerstone and Sky ▇▇▇▇▇▇ further agrees that if it shall become aware prior to the Effective Date date of effectiveness of the Registration Statement of any information furnished by it such party that would cause any of the statements in the Registration Statement or the Proxy Statement 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, to promptly inform the other party parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Sky Plumas agrees to advise Metropolitan, Cornerstone promptly in writing after Sky ▇▇▇▇▇▇ 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 Sky Shares Plumas Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Plumas is aware thereof, 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. (a) Sky agrees 7.2.1 Subject to prepare pursuant to all applicable lawsthe reasonable discretion of Compass as advised by the Representatives, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky Compass shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statement and shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Compass shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of Sky Compass Common Shares Stock. Compass, the Company and the Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. Without limiting the Merger (including generality of the proxy statement foregoing, the Company and the Stockholders shall furnish or cause to be furnished to Compass and the Representatives all of the information concerning the Company, the Company Subsidiaries and the Stockholders required for inclusion in, the Registration Statement and the prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof included therein (the "Proxy StatementProspectus") and all related documents). Metropolitan agrees to cooperate; including, without limitation, audited consolidated balance sheets of the Company as of September 30, 1997, and the related audited consolidated statements of income, stockholders' equity and cash flow for the nine (9) months then ended (including all notes thereto), which shall be furnished to cause its Subsidiaries to cooperateCompass and the Underwriters no later than November 1, 1997. The Company and the Stockholders will cooperate with Sky, its counsel Compass and its accountants, the Representatives in the preparation of the Registration Statement and the Proxy Statement; and Prospectus. All financial statements provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file by the Proxy Company for inclusion in the Registration Statement and Prospectus shall (i) be accurate and complete in all material respects, (ii) be consistent with the books and records of the Company and the Company Subsidiaries (which, in turn, shall be accurate and complete in all material respects), and (iii) fairly present the financial condition, assets and liabilities of the Company and Company Subsidiaries as of their respective dates and the results of operations and cash flows for the respective period, in accordance with generally accepted accounting principals applied on a consistent basis. All information provided and to be provided by Compass and the Company, respectively, for use in the Registration Statement (togetherincluding, without limitation, financial statements and schedules and financial and statistical data) shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company and the Stockholders agree promptly to advise Compass if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the Company, the "Proxy Statement/Prospectus") with Company Subsidiaries or the SEC Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. Insofar as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior information relates solely to the effective date Company, the Company Subsidiaries or the Stockholders, each of the Registration Statement, all necessary state securities law or "Blue Sky" permits Company and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors Stockholders represents and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, warrants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willas of its effective date, at and the time the Registration Statement and each amendment or supplement theretofinal prospectus, if anyas of its date, becomes effective under the Securities Act, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein statement therein, in light of the circumstances in which they were made, not misleading; provided, and (ii) the Proxy Statement and any amendment or supplement thereto willhowever, at the date of mailing that this representation does not extend to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, contain any untrue statement of a material fact if such untrue statement was made in or omit an omission occurred in any preliminary prospectus and (i) the Company or Stockholders provided, in writing, corrected information to state any material fact Compass or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) Compass did not provide the Company and its counsel with the information required to be stated therein provided pursuant to Section 7.2.2, and such information is the basis for the untrue ------------- statement or necessary to make the statements therein not misleading omission (or any alleged untrue statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further omission). 7.2.2 Compass agrees that if it shall become aware prior will provide to the Effective Date Company and its counsel copies of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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 drafts of the Registration Statement containing any material changes to the information relating to the Company, the Company Subsidiaries or the Stockholders as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statement (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review such revised information and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for additional informationthe objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the 1933 Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three (3) business days immediately preceding the filing of the initial Registration Statement and any amendment thereto, the Company and its counsel shall be obligated to respond to the proposed changes electronically transmitted to them within two (2) hours from the time of the completion of the transmission of the proposed changes to the Company's counsel, provided that Compass has provided to the Company or Company's counsel reasonably adequate advance notice of the need for the Company and its counsel to respond to such proposed changes.

Registration Statement. (a) Sky Each of the Buyer Parties and the MLP Parties agrees to prepare pursuant to cooperate in the preparation of the Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof and all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement"related documents) to be filed by Sky PAA with the SEC in connection with the issuance of Sky the New Common Shares Units in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents)as contemplated by this Agreement. Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky PAA agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan MLP and Sky PAA agrees to use all commercially reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky PAA also agrees to use all commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this AgreementMerger Transactions. Metropolitan Each of PAA and MLP agrees to furnish to Sky the other party all information concerning MetropolitanPAA and its Subsidiaries or MLP, MLP GP and its Subsidiaries, as applicable, and the officers, directors and shareholders unitholders of PAA and MLP and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the foregoing. No filing of the Registration Statement will be made by PAA, and no filing of the Proxy Statement/Prospectus will made by PAA or MLP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (b) Each of Metropolitan the MLP Parties and Sky PAA agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders holders of MLP Common Units and at the time of the Metropolitan MLP Meeting, as the case may be, not 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 any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan the MLP Parties and Sky Buyer Parties further agrees that that, if it shall become aware prior to the Effective Closing Date of any information furnished by it that would cause any of the statements in the Registration Statement or the Proxy Statement 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 therein, in the light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party Other Parties thereof and to take the necessary steps to correct such information in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus. No amendment or supplement to the Registration Statement will be made by PAA, and no amendment or supplement to the Proxy Statement/Prospectus will made by PAA or MLP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (c) Sky agrees to PAA will advise MetropolitanMLP, promptly after Sky PAA receives notice thereof, of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order or the suspension of the qualification of Sky Shares the New Common Units for offering or sale in any jurisdiction, of (iii) the initiation or threat of any proceeding for any such purpose, or of (iv) any request by the SEC for the amendment or supplement of the Registration Statement or the Proxy Statement/Prospectus or for additional information. (d) MLP will use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the MLP Unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Sky agrees Subject to the terms of this Section 7.01, SPAC (with the assistance and cooperation of the Company as reasonably requested by SPAC) shall prepare pursuant to all applicable laws, rules and regulations file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the "Proxy Statement contained therein, the “Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective registration under the Securities Act of the SPAC Securities to be issued under this Agreement pursuant to the Domestication to holders of SPAC Securities, which Registration Statement will also contain a proxy statement (as amended or supplemented, the “Proxy Statement”) to be sent to the shareholders of SPAC relating to the SPAC Shareholders’ Meeting to adopt and approve (as applicable) the SPAC Proposals and other matters reasonably related to the SPAC Proposals, all in accordance with and as required by SPAC’s Organizational Documents, any related agreements with Sponsor and its affiliates, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq. SPAC and the Company each shall use their reasonable best efforts to (x) cause the Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, and (z) cause the Registration Statement to “clear” comments from the SEC and become effective. As promptly as practicable after filing thereofthe date on which the SEC confirms orally or in writing, that it has no further comments on the Registration Statement or that it does not intend to review the Registration Statement and that the Registration Statement has become effective, SPAC shall mail the definitive Proxy Statement to its shareholders. Sky also agrees to use Each of SPAC and the Company shall furnish all reasonable efforts to obtain, prior to information concerning it or any of its subsidiaries as may reasonably be requested by the effective date other party in connection with such actions and the preparation of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required each of SPAC and the Company shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors Company and shareholders as may be reasonably requested SPAC and their respective Representatives in connection with the foregoingdrafting of the public filings with respect to the Transactions, including the Registration Statement, and responding in a timely manner to comments from the SEC. SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholders’ Meeting and the SPAC Shareholder Redemption. (b) Each No filing of, or amendment or supplement to the Registration Statement will be made by SPAC without the approval of Metropolitan the Company (such approval not to be unreasonably withheld, conditioned or delayed). SPAC will advise the Company, promptly after it receives notice thereof, of any request by the SEC for amendment of the Registration Statement or comments thereon and Sky agreesresponses thereto or requests by the SEC for additional information and shall, as promptly as practicable after receipt thereof, supply the Company with copies of all written correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, or, if not in writing, a description of such communication, with respect to itself the Registration Statement. No response to any comments from the SEC or the staff of the SEC relating to the Registration Statement will be made by SPAC without the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) and its Subsidiaries, without providing the Company a reasonable opportunity to review and comment thereon unless pursuant to a telephone call initiated by the SEC. (c) SPAC covenants that none of the information supplied or to be supplied by it SPAC for inclusion or incorporation by reference in the Registration Statement shall not, at (i) the Registration Statement will, at the time the Registration Statement is filed, (ii) the time the definitive Proxy Statement is mailed to its shareholders and each amendment or supplement thereto(iii) the time of the SPAC Shareholders’ Meeting, if any, becomes effective under the Securities Act, contain include 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct misleading. If, at any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware time prior to the Effective Date of Closing, any event or circumstance relating to SPAC or OpCo, or their respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement, SPAC shall promptly inform the Company. (d) The Company covenants that the information furnished supplied by it that would cause any the Company for inclusion in the Registration Statement shall not, at (i) the time the Registration Statement is filed, (ii) the time the definitive Proxy Statement is mailed to SPAC’s shareholders and (iii) the time of the statements in the Proxy Statement to be false SPAC Shareholders’ Meeting, include any untrue statement of a material fact or misleading with respect to any material fact, or to omit to state any material fact necessary in order to make the statements therein not false misleading. If, at any time prior to the Closing, any event or misleadingcircumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement, the Company shall promptly inform the other party thereof and to take the necessary steps to correct the Proxy StatementSPAC. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky The Acquiror agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") ), to be filed by Sky the Acquiror with the SEC in connection with the issuance of Sky Acquiror Common Shares Stock (and related Acquiror Rights) in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan The Company agrees to cooperate, and to cause its Subsidiaries to cooperate, with Skythe Acquiror, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and and, provided that Metropolitan the Company and its Subsidiaries have cooperated as required above, Sky the Acquiror agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") in preliminary form with the SEC as promptly as reasonably practicable, and 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 Metropolitan the Company and Sky the Acquiror agrees to use all reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky The Acquiror also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan The Company agrees to furnish to Sky the Acquiror all information concerning Metropolitanthe Company, its Subsidiaries, officers, directors and shareholders stockholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan the Company and Sky the Acquiror agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan Company Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make which, at the statements therein not misleading or any statement that, time and in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan the Company and Sky the Acquiror further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky The Acquiror agrees to advise Metropolitanthe Company, promptly after Sky the Acquiror 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 Sky Shares the Acquiror 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. (a) Sky agrees to prepare pursuant to all applicable laws, rules and regulations PSC has filed a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky shares of PSC Common Stock in transactions such as those contemplated by this Agreement. The PSC Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees will be registered pursuant to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to PSC will use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared remain effective under the Securities Act of 1933, as amended (the "Securities Act") to the extent necessary to permit resale of the PSC Shares. In the event that any Stockholder is unable to resell any PSC Shares under the Registration Statement or, is unable to resell all of the PSC Shares without limitation on volume under the provisions of Rule 145 of the Securities Act, (without considering any other shares of PSC Common Stock that any Stockholder may acquire other than under this Agreement), then PSC, at its cost and expense, will promptly upon request by a Stockholder cause such PSC Shares to be registered under the Securities Act, and will maintain such registration until such time as reasonably practicable after filing thereofsuch Stockholder is able to resell such PSC Shares without limitation on volume under the Securities Act. Sky PSC also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out issue the transactions contemplated by this AgreementPSC Shares. Metropolitan agrees to The Stockholders will furnish to Sky PSC all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders the Stockholders as may be reasonably requested necessary in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of PSC will advise the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise MetropolitanStockholders, promptly after Sky PSC receives notice thereof, of the time when the Registration Statement has become 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 Sky the PSC Shares for offering or sale in any jurisdiction, of the initiation or threat known to PSC 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. (c) At or prior to the issuance of any PSC Shares, PSC will cause such PSC Shares to be listed on the Exchange.

Registration Statement. (a) Sky agrees to As promptly as practicable after the date hereof, the Partnership shall prepare pursuant to all applicable laws, rules and regulations file with the SEC a registration statement on Form S-4 S-3 (or Form S-1 if Form S-3 is not available) for the "purpose of registering under the Securities Act the offering, sale, and delivery of the securities issuable in the Rights Offering. The term “Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy ”, as used herein, means such registration statement and prospectus all amendments and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and supplements thereto, if any. The Partnership shall use all related documents). Metropolitan agrees reasonable best efforts to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of have the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereofthe Special Meeting. Sky also The Partnership shall notify Buyers promptly of the receipt of any comments on, or any requests for amendments or supplements to, the Registration Statement by the SEC, and the Partnership shall supply Buyers with copies of all correspondence between it and its representatives, on the one hand, and the SEC or members of its staff, on the other, with respect to the Registration Statement. The Partnership, after consultation with Buyers, shall use its reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Registration Statement. Kestrel shall use its reasonable best efforts to obtain and furnish to the Partnership the information pertaining to the Kestrel Entities and their Affiliates to the extent required to be included in the Registration Statement. The Partnership and Buyers each agree promptly to correct any information provided by it for use in the Registration Statement if and to the extent that such information shall have become false or misleading in any material respect, and the Partnership further agrees to use all its reasonable best efforts to obtain, prior cause the Registration Statement (or the prospectus contained therein) as so corrected to be filed with the SEC and to be disseminated to the effective date of the Registration Statement, all necessary extent required by Applicable Law. The Partnership shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) reasonably required to be taken under any applicable state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested laws in connection with the foregoing. (b) Each issuance of Metropolitan and Sky agrees, as securities pursuant to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky Parent agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "“Registration Statement"”) to be filed by Sky Parent with the SEC in connection with the issuance of Sky Parent Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan The Company shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. The Company agrees to cooperate, cooperate with Parent and to cause its Subsidiaries to cooperate, with Sky, its Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided . Provided that Metropolitan and its Subsidiaries have the Company has cooperated as required described above, Sky Parent agrees to file file, or cause to be filed, the Registration Statement and the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan the Company and Sky Parent agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, the Company shall promptly mail at its expense the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingstockholders. (b) Each of Metropolitan the Company and Sky agrees, as to itself and its Subsidiaries, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan Company Meeting, as the case may be, 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 that, at the time and in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan the Company and Sky Parent further agrees that if it such party shall become aware prior to the Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky Parent agrees to advise Metropolitanthe Company, promptly after Sky Parent 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 Sky Shares Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, 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. (ai) Sky agrees As promptly as practicable after the execution of this Agreement, (x) PubCo, SPAC and the Company shall jointly prepare and PubCo shall file with the SEC (at the sole cost and expense of the Company), mutually acceptable materials (such acceptance not to prepare pursuant to all applicable lawsbe unreasonably withheld, rules and regulations a registration conditioned or delayed by either PubCo, SPAC or the Company, as applicable) which shall include the proxy statement on Form S-4 (the "Registration Statement") of SPAC to be filed by Sky with the SEC as part of the Registration Statement, and be separately filed with the SEC by SPAC, and sent to the SPAC Stockholders relating to the SPAC Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) PubCo shall prepare (with the Company’s and SPAC’s reasonable cooperation) and file with the SEC (at the sole cost and expense of the Company) the Registration Statement, in which the Proxy Statement will be included as a proxy statement/prospectus (the “Proxy Statement/Prospectus”), in connection with the issuance registration under the Securities Act of Sky Common the PubCo Shares in to be exchanged for SPAC Class A Shares, and the Merger PubCo Shares issuable upon exercise of the PubCo Warrants. Each of PubCo, SPAC and the Company shall use its reasonable best efforts (A) to cause the Registration Statement, including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") , to comply with the SEC as promptly as reasonably practicable. Each of Metropolitan rules and Sky agrees regulations promulgated by the SEC, (B) to use all reasonable efforts to cause have the Proxy Statement/Prospectus to be Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing thereofand (C) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Sky PubCo also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this AgreementTransactions, and each of SPAC and the Company shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with any such action. Metropolitan Each of the Parties agrees to furnish to Sky the other Parties and their Representatives all information concerning Metropolitanitself, its Subsidiaries, officers, directors directors, managers, stockholders, and shareholders other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the foregoing. Registration Statement, including the Proxy Statement/Prospectus, any Current Reports on Form 8-K or 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of PubCo, SPAC or the Group Companies to any regulatory authority (bincluding Nasdaq) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of in connection with the information supplied or Transactions (the “Transaction Filings”). SPAC will cause the Proxy Statement to be supplied by it for inclusion or incorporation by reference in (i) mailed to the SPAC Stockholders as promptly as practicable after the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and . (ii) PubCo will advise the Proxy Statement Company and any amendment or supplement thereto willSPAC, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, reasonably promptly after Sky PubCo 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 Sky the PubCo Shares 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 or for additional information. Each Party and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the Party filing such document shall give reasonable and good faith consideration to any comments made by another Party and its counsel. Each Party shall provide the other Parties and their counsel with (A) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement, the Proxy Statement or any Transaction Filings, in each case, promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). (iii) If at any time prior to the Closing any information relating to PubCo, the Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by PubCo, the Company or SPAC, which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that neither the Registration Statement or the Proxy Statement would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Registration Statement or the Proxy Statement, in 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 SEC and, to the extent required by Applicable Law, disseminated to SPAC Stockholders.

Registration Statement. (a) Sky agrees Buyer and the Company agree to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "“Registration Statement"”) to be filed by Sky Buyer with the SEC in connection with the issuance of Sky the Buyer Common Shares Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Metropolitan Buyer and the Company relating to the Company Meeting and the Buyer Meeting, as applicable, and constituting a part thereof (the "“Joint Proxy Statement"/Prospectus”) and all related documents). Metropolitan agrees Each of Buyer and the Company agree to cooperate, and use its reasonable best efforts to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with be declared effective by the SEC as promptly as reasonably practicablepracticable after the filing thereof. Each of Metropolitan and Sky The Company agrees to use all reasonable efforts to cause cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent registered public accounting firm in connection with the Registration Statement and the Joint Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, (i) the Company, at its expense, shall promptly mail the Joint Proxy Statement/Prospectus to be declared effective under the Securities Act as Company’s shareholders and (ii) Buyer, at its expense, shall promptly as reasonably practicable after filing thereof. Sky also agrees mail the Joint Proxy Statement/Prospectus to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingBuyer’s shareholders. (b) Each of Metropolitan Buyer and Sky the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Joint Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Joint Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing by or on behalf of the Company or Buyer, as applicable, to the Metropolitan shareholders and at the time of the Metropolitan Company Meeting or the Buyer Meeting, as the case may beapplicable, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan Buyer and Sky the Company further agrees that if it shall become aware aware, prior to the Effective Date Company Meeting or the Buyer Meeting, of any information furnished by it that would cause any of the statements in the Joint Proxy Statement 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, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Joint Proxy Statement/Prospectus. (c) Sky agrees to Buyer will advise Metropolitanthe Company, promptly after Sky Buyer 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 Sky Shares Buyer 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. (a) Sky agrees to As promptly as reasonably practicable following the execution and delivery of this Agreement by all parties hereto, Parent shall prepare pursuant to all applicable laws, rules and regulations file with the SEC a registration statement on Form S-4 (the "“Registration Statement"”) and include therein a proxy statement (the “Proxy Statement”) to be filed by Sky with sent to Seller’s stockholders soliciting their adoption and approval of (i) this Agreement and the SEC in connection with transactions contemplated hereby, (ii) the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperateName Change, and (iii) the Liquidation. Seller shall provide to cause its Subsidiaries to cooperate, with Sky, Parent and its counsel and its accountants, for inclusion in preparation of the Registration Statement and the Proxy Statement; , in form and provided that Metropolitan substance reasonably satisfactory to Parent and its Subsidiaries have cooperated counsel, such information concerning the Seller, its operations, capitalization, share ownership, the Seller Charter Documents, applicable Colorado Law and other matters as required above, Sky agrees Parent or its counsel may reasonably request. Seller shall cause its legal counsel and independent auditors to file cooperate with Parent’s legal counsel and independent auditors in the preparation of the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan Parent and Sky agrees to Seller shall use all its commercially reasonable efforts to cause respond to any comments of the Proxy Statement/Prospectus SEC, to be have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing thereof. Sky also agrees and to use all reasonable efforts cause the Proxy Statement to obtain, prior be mailed to the effective date Seller’s stockholders at the earliest practicable time. Each party will notify the other parties hereto promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Registration Statement or the Proxy Statement, or for additional information, and will supply the other party with copies of all correspondence between such party 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 the Proxy Statement. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, all necessary state securities law Parent or "Blue Sky" permits the Seller, as the case may be, shall promptly inform the other party of such occurrence and approvals required to carry out cooperate in the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors preparation and shareholders as may be reasonably requested in connection filing of such supplement or amendment with the foregoing. (b) SEC or its staff as promptly as practicable thereafter. Each of Metropolitan Parent and Sky agrees, as Seller shall use commercially reasonable efforts to itself cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section to comply in all material respects with all applicable requirements of law and its Subsidiaries, that none of the rules and regulations promulgated thereunder. The information supplied or to be supplied by it Seller, Parent and Buyer for inclusion or incorporation by reference in (i) the Registration Statement willor the Proxy Statement will not, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees Acquired Corporation shall furnish all information to prepare pursuant Buyer with respect to all applicable laws, rules and regulations a registration statement on Form S-4 (any Acquired Corporation Company including financial statements of Acquired Corporation as Buyer may reasonably request for inclusion in the "Registration Statement") to be filed by Sky with , the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Buyer Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each Buyer’s application for listing on NASDAQ of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Buyer’s Common Stock to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of registered by the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out such information and financial statements shall satisfy the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitanrequirements of SEC Form S-4 and SEC Regulation S-X under the 1933 Act, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingapplicable. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at At the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under and at the Securities Acttime of the Stockholders Meetings, the Registration Statement, including the Buyer Proxy Statement which shall constitute part thereof, will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section shall only apply to statements in or omissions from the Buyer Proxy Statement relating to descriptions of the business of Acquired Corporation, its Assets, properties, operations, and capital stock or to information furnished in writing by Acquired Corporation or its representatives expressly for inclusion in the Buyer Proxy Statement. (iic) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at At the time of the Metropolitan MeetingStockholders’ Meetings, as the case may be, Acquired Corporation Proxy Statement will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or misleading omissions from the Acquired Corporation Proxy Statement made in reliance upon and in conformity with respect information furnished in writing to Acquired Corporation by Buyer or any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement of its representatives expressly for use in the Acquired Corporation Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements included in the Acquired Corporation Proxy Statement to be false or misleading with respect to any material factregarding the business of Buyer, or to omit to state any material fact necessary to make the statements therein not false or misleadingits operations, to promptly inform the other party thereof Assets and to take the necessary steps to correct the Proxy Statementcapital. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees to As soon as reasonably practicable (and in any event, within 60 days) after the date of this Agreement the Parties will prepare pursuant to and file with the SEC the Proxy Statement/Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all applicable laws, material respects with the requirements of the Exchange Act and the Securities Act (and the rules and regulations a thereunder) applicable thereto. Each of Company and Target shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof. Company shall use reasonable best efforts to register or exempt from registration statement on Form S-4 (the "Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, and to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement", provided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) to be the Registration Statement before it is filed by Sky with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to the extent permitted by applicable Law, shall deliver to the other Party copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the other Party the substance of any material oral communications with, to, or from Governmental Entities, in connection with each case pertaining or relating to the issuance of Sky Common Shares Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated /Prospectus for the purpose of submitting this Agreement to the shareholders of Target for approval as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly soon as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act Party will as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior provide to the effective date other Party any information of or relating to such Party or its Subsidiaries as the other Party reasonably requests for inclusion in the Registration Statement or the Proxy Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement/Prospectus. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, Party covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each or any amendment or supplement thereto, if any, thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement and Statement/Prospectus or any amendment or supplement thereto will, at on the date of mailing the same is first mailed to the Metropolitan shareholders and of Target or at the time of the Metropolitan Target Meeting, as the case may be, 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 any statement thatmade therein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material factnot misleading, or that will omit to state (iii) any material fact necessary other document filed with any Governmental Entity in order to make connection with the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished transactions contemplated by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect to any material factthis Agreement will, 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) Sky agrees to advise Metropolitan, promptly after Sky receives notice thereof, of at the time when the Registration Statement has become effective or any supplement or amendment has been such document is filed, fail to comply as to form, in all material respects, with the provisions of the issuance of any stop order or the suspension of the qualification of Sky Shares 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 informationapplicable Law.

Registration Statement. (a) Sky Each of the Partners Entities and the Company agrees to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 F-4 (the "“Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan Partners and the Company constituting a part thereof (the "“Proxy Statement"”) and all related documents)) to be filed by Partners with the SEC in connection with the issuance of New Partners Common Units in the Merger as contemplated by this Agreement. Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of Provided the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have Company has cooperated as required above, Sky Partners agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan the Company and Sky the Partners Entities agrees to use all commercially reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereofthereof and, in the case of the Registration Statement, to maintain such effectiveness for as long as necessary to consummate the transactions contemplated under this Agreement. Sky also agrees to use all reasonable efforts to obtain, prior Prior to the effective date of the Registration Statement, the Partners Entities also agree to use commercially reasonable best efforts to obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement, including the issuance of the New Partners Common Units. Metropolitan Each of the Partners Entities and the Company agrees to furnish to Sky the other party all information concerning Metropolitan, the Partners Entities and their respective Subsidiaries or the Company and its Subsidiaries, as applicable, and the officers, directors and shareholders equity holders of the Partners Entities and the Company and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan the Company and Sky the Partners Entities agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto willwill not, at the date of mailing to the Metropolitan shareholders equityholders and at the time times of the Metropolitan Meeting, as the case may be, 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 thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan the Company and Sky the Partners Entities further agrees that if it shall become aware prior to the Effective Closing Date of any information furnished by it that would cause any of the statements in the Proxy Registration 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 therein, in light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party thereof and to take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement. (c) Sky agrees to Partners will advise Metropolitanthe Company, promptly after Sky Partners 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 Sky Shares the New Partners Common Units 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) The Company will use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its Stockholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. As promptly as practicable after the date hereof, (a1) Sky agrees the SPAC shall prepare, with the assistance, cooperation and commercially reasonable efforts of the Company Group, and cause to prepare pursuant be furnished to all applicable lawsthe SEC a proxy statement of the SPAC (as amended, rules the “Proxy Statement”) for the purpose of soliciting proxies from the SPAC stockholders for the matters to be acted upon at the SPAC Special Meeting and regulations providing the public stockholders of the SPAC an opportunity in accordance with the SPAC’s Organizational Documents and the IPO Prospectus to have their shares of the SPAC Common Stock redeemed in conjunction with the stockholders vote on the SPAC Stockholder Approval Matters (as defined below); and (2) subject to Section 7.5(a)(1), the Company Group shall prepare, with the assistance, cooperation and commercially reasonable efforts of the SPAC, and cause to be filed with the SEC, a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and the "Proxy Statement prepared by the SPAC, the “Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective registration under the Securities Act of the PubCo Ordinary Shares pursuant to this Agreement. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from the SPAC stockholders to vote, at a special meeting of the SPAC stockholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (i) the adoption and approval of the Transaction Documents and the transactions contemplated hereby or thereby, including the Initial Merger and SPAC Merger, by the holders of shares of SPAC Common Stock in accordance with the SPAC’s Organizational Documents, the DGCL, Cayman Companies Act, and the rules and regulations of the SEC and Nasdaq, (ii) adoption and approval of PubCo Incentive Plan by the SPAC, (iii) the issuance of PubCo Ordinary Shares to be issued in connection with the Mergers, (iv) such other matters as promptly as reasonably practicable after filing thereofthe Company Group and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Initial Merger, the SPAC Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iv), collectively, the “SPAC Stockholder Approval Matters”), and (v) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable determination of the SPAC. Sky also agrees If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to use all reasonable efforts obtain the Required SPAC Stockholder Approval, whether or not a quorum is present, the SPAC may make one or more successive postponements or adjournments of the SPAC Special Meeting; provided that, without the consent of the Company, in no event shall the SPAC adjourn the SPAC Special Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to obtain, prior to a date that is beyond the effective date of Outside Closing Date. In connection with the Registration Statement, all necessary state securities law or "Blue Sky" permits the SPAC and approvals required to carry out the Company Group will file with the SEC financial and other information about the transactions contemplated by this AgreementAgreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in SPAC’s Organizational Documents, DGCL, Cayman Companies Act and the rules and regulations of the SEC and Nasdaq. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors The SPAC shall cooperate and shareholders as may be reasonably requested in connection with provide the foregoing. Company Group (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or counsel) with a reasonable opportunity to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time review and comment on the Registration Statement and each any amendment or supplement thereto prior to filing the same with the SEC. The Company Group shall provide the SPAC with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, if any, becomes effective under which information provided by the Securities Act, Company Group shall be true and correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made not misleading, and materially misleading (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing subject to the Metropolitan shareholders qualifications and at limitations set forth in the time of materials provided by the Metropolitan MeetingCompany Group). If required by applicable SEC rules or regulations, as such financial information provided by the case Company Group must be reviewed or audited by the Company Group’s auditors. The SPAC shall provide such information concerning the SPAC and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may bebe required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the SPAC shall be true and correct and not 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any a material fact necessary in order to make the statements therein made not false or misleading or necessary materially misleading. The SPAC will use all commercially reasonable efforts to correct any statement in any earlier statement in cause the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make declared effective under the statements therein not false or misleading, to Securities Act as promptly inform the other party thereof as practicable after such filing and to take the necessary steps to correct the Proxy Statement. (c) Sky agrees to advise Metropolitan, promptly after Sky receives notice thereof, of the time when keep the Registration Statement has become effective or any supplement or amendment has been filed, of as long as is necessary to consummate the issuance of any stop order or Mergers and the suspension of the qualification of Sky Shares 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 informationtransactions contemplated hereby.

Registration Statement. (a) Sky agrees to Each of DVN and PZE shall cooperate and promptly prepare pursuant to all applicable laws, rules and regulations Newco shall file with the SEC as soon as practicable a registration statement Registration Statement on Form S-4 (the "Registration StatementForm S-4") under the Securities Act and a registration statement on Form 10 under the Exchange Act (or such other appropriate form) (the Form S-4 and such appropriate form under the Exchange Act are collectively referred to be filed by Sky as the "Registration Statements"), with respect to the SEC Newco Common Stock issuable in the Merger. A portion of the Form S-4 shall also serve as the joint proxy statement with respect to the meetings of the stockholders of DVN and of PZE in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable). Each of Metropolitan and Sky agrees to use all reasonable efforts to The respective parties will cause the Proxy Statement/Prospectus and the Registration Statements to be comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of DVN and Newco shall use its reasonable best efforts, and PZE will cooperate with DVN and Newco, to have the Registration Statements declared effective under by the Securities Act SEC as promptly as reasonably practicable after filing thereofpracticable. Sky also agrees to Each of DVN and Newco shall use all its reasonable best efforts to obtain, prior to the effective date of the Registration StatementForm S-4, all necessary state securities law or "Blue Sky" permits and or approvals required to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. Metropolitan agrees to furnish to Sky all information concerning MetropolitanDVN will advise PZE, its Subsidiariespromptly after it receives notice thereof, officersof the time when either or both of the Registration Statements have become effective or any supplement or amendment has been filed, directors and shareholders as may be reasonably requested the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the foregoingMerger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement/Prospectus or the Registration Statements or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Metropolitan DVN and Sky agrees, PZE will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as to itself promptly as practicable after the date hereof. (c) Each of DVN and its Subsidiaries, PZE agrees that none of the information supplied or to be supplied provided by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement Proxy Statement/Prospectus and each amendment or supplement thereto, if anyat the time of mailing thereof and at the time of the respective meetings of stockholders of DVN and of PZE, or, in the case of information provided by it for inclusion in the Registration Statements or any amendment or supplement thereto, at the time it is filed or becomes effective under the Securities Acteffective, contain any (i) will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and (ii) will comply as to form in all material respects with the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time provisions of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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 StatementExchange Act. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky United agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "“Registration Statement"”) to be filed by Sky United with the SEC in connection with the issuance of Sky United Common Shares Stock in the Merger (including the proxy statement prospectus of United and prospectus and other proxy solicitation materials of Metropolitan United and Cardinal constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan agrees Cardinal and United agree to cooperate, and to cause its Subsidiaries their respective Subsidiaries, as applicable, to cooperate, with Sky, the other and its counsel and its accountants, accountants in the preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky . United agrees to file the Proxy Statement and the Registration Statement (together, including the "Proxy Statement/Prospectus"Statement in preliminary form) with the SEC as promptly as reasonably practicablepracticable and in any event within 120 days from the date of this Agreement. Each of Metropolitan Cardinal and Sky United agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Each of United and Cardinal agrees to furnish to Sky the other party all information concerning Metropolitanitself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the foregoingRegistration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, Cardinal or their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Cardinal shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Metropolitan Cardinal and Sky United agrees, as to itself and its SubsidiariesSubsidiaries and affiliates, as applicable, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan Cardinal Meeting, as the case may be, 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 thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan Cardinal and Sky United further agrees that if it shall become aware prior to the Effective Date date of the Cardinal Meeting or United Meeting, as the case may be, of any information furnished by it that would cause any of the statements 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) Sky United agrees to advise MetropolitanCardinal, promptly after Sky United 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 Sky Shares United 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. (a) Sky agrees Buyer and the Company agree to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 S 4 (the "Registration Statement") to be filed by Sky Buyer with the SEC in connection with the issuance of Sky the Buyer Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "Proxy Statement/Prospectus") and all related documents). Metropolitan Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. The Company agrees to cooperate, cooperate with Buyer and to cause its Subsidiaries to cooperate, with Sky, its Buyer's counsel and its accountantsaccountants in requesting and obtaining appropriate opinions, consents and letters from the Company's independent registered public accounting firm and other representatives, as applicable, in preparation of connection with the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and /Prospectus. After the Registration Statement (togetheris declared effective under the Securities Act, the "Proxy Statement/Prospectus") with the SEC as Company, at its expense, shall promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause mail the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingshareholders. (b) Each of Metropolitan Buyer and Sky the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willthereto, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Company Meeting, as the case may be, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading or any statement thattherein, in the light of the circumstances under which such statement is they are made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan Buyer and Sky the Company further agrees that if it shall become aware aware, prior to the Effective Date Company Meeting, of any information furnished by it that would cause any of the statements in the Proxy Statement 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, to it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Sky agrees to Buyer will advise Metropolitanthe Company, promptly after Sky Buyer 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 Sky Shares Buyer 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. (a) Sky In addition, First Merchants agrees to prepare pursuant prepare, in cooperation with and subject to all applicable lawsthe review and comment of First Savings and its counsel, rules and regulations a registration statement on Form S-4 S-4, including a prospectus of First Merchants (the "“Registration Statement") ”), to be filed no later than forty-five (45) days after the date hereof by Sky First Merchants with the SEC in connection with the issuance of Sky First Merchants Common Shares Stock in the Merger (including the proxy statement statements and prospectus and other proxy solicitation materials of Metropolitan of, and to be filed by, First Savings and First Merchants constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan In connection with the Proxy Statement, First Merchants will obtain the opinion of Dentons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, tax counsel to First Merchants, that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; each of First Savings and First Merchants will be a party to such reorganization within the meaning of Section 368(b) of the Code; and no gain or loss will be recognized by holders of First Savings Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of First Savings Common Stock, except to the extent of any cash received in lieu of fractional shares of First Merchants Common Stock; and (ii) Dentons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP confirms that the discussion contained in the Registration Statement under the caption “Material Federal Income Tax Consequences of the Merger” subject to the limitations, qualifications and assumptions described therein, constitutes its opinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of First Savings Common Stock as a capital asset. First Merchants agrees to cooperate, and use its reasonable best efforts to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation have the Registration Statement declared effective by the SEC as promptly as practicable after the filing of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and keep the Registration Statement (together, effective so long as is necessary to consummate the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan Merger and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreementhereby. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky First Merchants agrees to advise MetropolitanFirst Savings, promptly after Sky First Merchants 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 Sky Shares First Merchants Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of the receipt of any comment letters from the SEC regarding, or of any request by the SEC for the amendment or supplement of of, the Registration Statement Statement, or for additional information.

Registration Statement. (a) Sky agrees Each of WSI, IESI-BFC and Merger Sub shall use reasonable best efforts to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") take or cause to be filed by Sky with taken such actions as may be required to be taken under the SEC U.S. Securities Act, the U.S. Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the issuance Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of Sky Common Shares the Registration Statement. In connection with the Merger and the WSI Stockholders Meeting, WSI and IESI-BFC shall cooperate in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation filing of the Registration Statement as promptly as practicable and shall use reasonable best efforts to respond to the Proxy Statement; comments of the SEC and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with declared effective by the SEC under the U.S. Securities Act and thereafter to cause the proxy statement/prospectus for the WSI Stockholders Meeting to be mailed to WSI stockholders all as promptly as reasonably practicable. Each of Metropolitan practicable and Sky agrees to use all reasonable efforts to cause keep the Proxy Statement/Prospectus to be declared Registration Statement effective under the Securities Act as promptly long as reasonably practicable after filing thereof. Sky also agrees necessary to use all reasonable efforts to obtainconsummate the Merger; provided, however, that prior to the effective date filing of the Registration StatementStatement (and any amendments), all necessary state securities law or "Blue Sky" permits the Parties shall consult with each other Party with respect to such filings and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself shall afford each other Party and its Subsidiaries, that none of the Representatives reasonable opportunity to comment thereon. Each Party shall provide any other Party with any information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and which may be required under applicable Law or which is reasonably requested by each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time other Party. Each Party shall notify each other Party of the Metropolitan Meeting, as the case may be, contain any untrue statement receipt 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 that, in the light comments of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan SEC and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by from the SEC for the amendment amendments or supplement of supplements to the Registration Statement or for additional information, and will promptly supply to such other Party copies of all correspondence between such Party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Registration Statement or the Merger. Each of WSI, IESI-BFC and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of WSI, IESI-BFC and Merger Sub agree to correct any information provided by it for use in the Registration Statement which shall have become false or misleading in any material respect. Each Party will promptly notify the other Parties if at any time prior to the WSI Stockholders Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Registration Statement. In such case, the Parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to WSI stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each Party shall consult with each other Party with respect to such amendment or supplement and shall afford each such Party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no Party shall have any obligation to notify the other Parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Registration Statement. (a) Sky Parent agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "Registration Statement") to be filed by Sky Parent with the SEC in connection with the issuance of Sky Parent Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review and comment on such Registration Statement prior to its filing. The Company agrees to cooperate, cooperate with Parent and to cause its Subsidiaries to cooperate, with Sky, its Parent's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided . Provided that Metropolitan and its Subsidiaries have the Company has cooperated as required described above, Sky Parent agrees to file file, or cause to be filed, the Registration Statement and the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan the Company and Sky Parent agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, the Company shall promptly mail at its expense the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingshareholders. (b) Each of Metropolitan the Company and Sky agrees, as to itself and its Subsidiaries, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan shareholders and at the time of the Metropolitan Company Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan the Company and Sky Parent further agrees that if it such party shall become aware prior to the Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky Parent agrees to advise Metropolitanthe Company, promptly after Sky Parent 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 Sky Shares Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, 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. (a) Sky Each of Energy Partners and Hydrocarbon agrees to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Metropolitan Energy Partners and Hydrocarbon constituting a part thereof (the "Joint Proxy Statement") and all related documents)) to be filed by Energy Partners with the SEC in connection with the issuance of Common Units in the Merger as contemplated by this Agreement. Metropolitan Each of Energy Partners and Hydrocarbon agrees that the other party shall have the right to cooperate, and consent to cause its Subsidiaries the disclosure to cooperate, with Sky, its counsel and its accountants, be contained in preparation of the Registration Statement and the Joint Proxy Statement; and provided that Metropolitan and its Subsidiaries have . Provided Hydrocarbon has cooperated as required above, Sky Energy Partners agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan Hydrocarbon and Sky Energy Partners agrees to use all commercially reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky Energy Partners also agrees to use all commercially reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Hydrocarbon agrees to furnish to Sky Energy Partners all information concerning MetropolitanHydrocarbon, its Subsidiaries (other than Energy Partners and its Subsidiaries), officers, directors and shareholders stockholders and to take such other action as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan Hydrocarbon and Sky Energy Partners agrees, as to itself and its Subsidiaries, other than, in the case of Hydrocarbon, Energy Partners and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time times of the Metropolitan Energy Partners Meeting and Hydrocarbon Meeting, as the case may be, not 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 thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan Hydrocarbon and Sky Energy Partners further agrees that if it shall become aware prior to the Effective Closing Date of any information furnished by it that would cause any of the statements in the Proxy Registration 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 therein, in light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party thereof and to take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement. (c) Sky agrees to Energy Partners will advise MetropolitanHydrocarbon, promptly after Sky Energy Partners 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 Sky Shares the Common Units 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) Each of Energy Partners and Hydrocarbon will use its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to its unitholders and stockholders, respectively, as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Sky ParentCo agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "Registration StatementREGISTRATION STATEMENT") to be filed by Sky ParentCo with the SEC in connection with the issuance of Sky ParentCo Common Shares Stock in the Merger (Merger, including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan GDSC and DCA constituting a part thereof (the "Proxy StatementPROXY STATEMENT") and all related documents). Metropolitan Each of GDSC and DCA shall have the right to review such Registration Statement and agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, cooperate in preparation of the Registration Statement and the Proxy Statement; . Each of GDSC and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky DCA agrees to file the Proxy Statement in preliminary form with such of the Regulatory Authorities as may be required as soon as reasonably practicable, and ParentCo agrees to file the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly soon as reasonably practicable. Each of Metropolitan ParentCo, GDSC and Sky DCA agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement and any required amendments or supplements thereto to be declared effective under the Securities Act and distributed to GDSC's and DCA's stockholders as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date Each of the Registration Statement, all necessary state securities law or "Blue Sky" permits GDSC and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan DCA agrees to furnish to Sky ParentCo all information concerning MetropolitanGDSC, its DCA and their respective Subsidiaries, officers, directors and shareholders stockholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan GDSC and Sky DCA agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it then for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, not 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; and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the GDSC Meeting or the DCA Meeting, not 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan GDSC and Sky DCA further agrees agrees, that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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.26 (c) Sky ParentCo agrees to advise Metropolitanboth GDSC and DCA, promptly after Sky ParentCo 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 Sky Shares ParentCo 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. (a) Sky agrees to prepare pursuant to all applicable laws, rules American and regulations Community First shall cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") or other applicable form to be filed by Sky American with the SEC in connection with the issuance of Sky American Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan Community First constituting a part thereof (the "“Proxy Statement"”) and all related documents) (all of such materials together, the “Registration Statement”). Metropolitan agrees to cooperate, Community First shall cooperate with American and to cause its Subsidiaries to cooperate, with Sky, its American’s counsel and its accountantsaccountants in requesting and obtaining appropriate opinions, consents and letters from Community First’s financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan Community First and Sky agrees to American shall use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky American also agrees to shall use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, Community First shall promptly mail the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingat its expense. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none None of the information supplied or to be supplied by it Community First or American for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan shareholders and at the time of the Metropolitan Community First Meeting, as the case may be, 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 misleading. If either Community First or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it American shall become aware prior to the Effective Date Time of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. As promptly as practicable following the date hereof, Kranzco, CV and Kramont shall prepare and file with the SEC (awith appropriate requests for confidential treatment, unless the parties hereto otherwise agree) Sky agrees under the Exchange Act, a joint proxy statement/prospectus and forms of proxies (such joint proxy statement/prospectus and forms of proxy, together with any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") relating to the special meetings and the votes of the shareholders of Kranzco and CV with respect to this Agreement and the transactions contemplated by this Agreement. Promptly after clearance by the SEC of the Joint Proxy Statement/Prospectus, Kramont and, to the extent required by law, KRT Trust shall prepare pursuant to all applicable laws, rules and regulations thereafter file with the SEC under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments or supplements thereto, the "Registration Form S-4"), in which the Joint Proxy Statement") to /Prospectus will be filed by Sky with the SEC included as a prospectus, in connection with the issuance registration under the Securities Act of Sky (i) the KRT Trust Common Shares and KRT Trust Preferred Shares to be issued to the shareholders of Kranzco in the Merger KRT Trust II Merger, to the extent required under the Securities Act, and (including ii) the proxy statement Kramont Common Shares and prospectus Kramont Preferred Shares to be issued to the holders of KRT Trust Common Shares, KRT Trust Preferred Shares and other proxy solicitation materials of Metropolitan constituting a part thereof CV Common Stock in the Reorganization (the KRT Trust Common Shares, KRT Trust Preferred Shares, Kramont Common Shares and Kramont Preferred Shares referred to in clauses (i) and (ii) are referred to herein as the "Registered Securities"). Kranzco, Kramont and CV will cause the Joint Proxy Statement") /Prospectus and the Form S-4 to 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 the Kranzco Entities, on the one hand, and the CV Entities, on the other hand, shall furnish all information about itself and its business and operations and all related documents). Metropolitan agrees necessary financial information to cooperate, and to cause its Subsidiaries to cooperate, the other as the other may reasonably request in connection with Sky, its counsel and its accountants, in the preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Joint Proxy Statement/Prospectus") Prospectus and the Form S-4. Kramont shall use its reasonable best efforts, and CV, Kranzco and KRT Trust will cooperate with it, to have the Form S-4 declared effective by the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause practicable (including clearing the Joint Proxy Statement/Prospectus with the SEC). Each of the Kranzco Entities and the CV Entities agrees promptly to correct any information provided by it for use in the Joint Proxy Statement/Prospectus and the Form S-4 if and to the extent that such information shall have become false or misleading in any material respect, and each of the parties hereto further agrees to take all steps necessary to amend or supplement the Joint Proxy Statement/Prospectus and the Form S-4 and to cause the Joint Proxy Statement/Prospectus and the Form S-4, as so amended or supplemented, to be declared effective under filed with the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees SEC and to use all reasonable efforts to obtain, prior be disseminated to the effective date Kranzco shareholders and CV shareholders, in each case as and to the extent required by applicable federal and state securities laws, the Maryland REIT Law and the DGCL. Each of the Registration Statement, all necessary state securities law or "Blue Sky" permits Kranzco Entities and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan CV Entities agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied provided by it for inclusion or incorporation by reference in (i) the Registration Statement will, at Joint Proxy Statement/Prospectus and the time the Registration Statement Form S-4 and each amendment or supplement thereto, if any, becomes effective under thereto at the Securities Act, contain time of mailing of the Joint Proxy Statement/Prospectus or effectiveness of the Form S-4 will not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 thattherein, in the light of the circumstances under which such statement is they were made, not misleading. Each of the Kranzco Entities and the CV Entities will be false advise the other parties, and deliver copies (if any) to them, promptly after receipt thereof, of (i) any request by or misleading correspondence or communication from the SEC with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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 Joint Proxy Statement. /Prospectus and the Form S-4, (cii) Sky agrees to advise Metropolitan, promptly after Sky receives any responses thereto and (iii) notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, and the suspension of the qualification of Sky Shares the Registered Securities for offering or sale in any jurisdiction, of . Kranzco and CV shall each use their best efforts to timely mail 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 informationProxy Statement/Prospectus to its shareholders.

Registration Statement. (a) Sky Washington Federal agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "“Registration Statement"”) to be filed by Sky Washington Federal with the SEC in connection with the issuance of Sky Washington Federal Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan First Mutual constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan First Mutual shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and First Mutual, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. First Mutual agrees to cooperate, cooperate with Washington Federal and to cause its Subsidiaries to cooperate, with Sky, its Washington Federal’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided . Provided that Metropolitan and its Subsidiaries have First Mutual has cooperated as required described above, Sky Washington Federal agrees to file file, or cause to be filed, the Registration Statement and the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan First Mutual and Sky Washington Federal agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Washington Federal also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, First Mutual shall promptly mail at its expense the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingstockholders. (b) Each of Metropolitan First Mutual and Sky agrees, as to itself and its Subsidiaries, Washington Federal agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan First Mutual Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan First Mutual and Sky Washington Federal further agrees that if it such party shall become aware prior to the Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky Washington Federal agrees to advise MetropolitanFirst Mutual, promptly after Sky Washington Federal 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 Sky Shares Washington Federal Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Washington Federal is aware thereof, 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. (a) Sky CHC agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "“Registration Statement") ”), to be filed by Sky CHC with the SEC in connection with the issuance of Sky CHC Common Shares Stock in the Company Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan Community Financial constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan Community Financial agrees to cooperate, and to cause its Subsidiaries Community Bank to cooperate, with SkyCHC, its counsel and its accountants, in the preparation of the Registration Statement and the Proxy Statement; and and, provided that Metropolitan Community Financial and its Subsidiaries Community Bank have cooperated as required above, Sky CHC agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicablepracticable after the date hereof. Each of Metropolitan Community Financial and Sky CHC agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky CHC also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Community Financial agrees to furnish to Sky CHC all information concerning MetropolitanCommunity Financial, its SubsidiariesCommunity Bank, and their officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan Community Financial agrees, as to itself and Sky Community Bank, and CHC agrees, as to itself and its Subsidiariessubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i1) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii2) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may beshareholders meeting for Community Financial, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make which, at the statements therein not misleading or any statement that, time and in the light of the circumstances under which such statement is made, will be is false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan Community Financial and Sky CHC further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky CHC agrees to advise MetropolitanCommunity Financial, promptly after Sky CHC 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 Sky Shares CHC 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. (a) Sky agrees to As promptly as practicable after the date hereof, the Company shall prepare pursuant to all applicable lawswith the assistance, rules cooperation and regulations commercially reasonable efforts of the SPAC, and file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the "Proxy Statement contained therein, the “Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective registration under the Securities Act of the Company Shares to be issued in the Merger, which Registration Statement will also contain a proxy statement of the SPAC (as promptly amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from the SPAC shareholders for the matters to be voted upon at the SPAC Special Meeting and providing the shareholders of the SPAC an opportunity in accordance with the SPAC’s Organizational Documents and the Prospectus to have their SPAC Shares redeemed in conjunction with the shareholders vote on the SPAC Shareholder Approval Matters (as reasonably practicable after filing thereofdefined below), and (y) soliciting proxies from the Company shareholders for the matters to be acted upon at the Company Special Meeting. Sky also agrees The Proxy Statement shall include proxy materials for the purpose of (i) soliciting proxies from the SPAC shareholders to use all vote, at a meeting of the SPAC shareholders to be called and held for such purpose (the “SPAC Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Additional Agreements and the transactions contemplated hereby or thereby, including the Merger, by the holders of the SPAC Shares in accordance with the SPAC’s Organizational Documents, the Laws of the British Virgin Islands and the rules and regulations of the SEC and Nasdaq, (B) such other matters as the Company Group and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (B), collectively, the “SPAC Shareholder Approval Matters”), and (C) the adjournment of the SPAC Special Meeting, if necessary or desirable in the reasonable efforts determination of the Chairman of the SPAC Special Meeting. If on the date for which the SPAC Special Meeting is scheduled, the SPAC has not received proxies representing a sufficient number of shares to obtainobtain the Required SPAC Shareholder Approval (as defined below), prior the Chairman of the SPAC Special Meeting may, with the consent of the SPAC Special Meeting, make one or more successive postponements or adjournments of the SPAC Special Meeting. (ii) soliciting proxies from the Company shareholders to vote, at an extraordinary general meeting of the effective Company shareholders to be called and held for such purpose (the “Company Special Meeting”), in favor of resolutions approving (A) the adoption and approval of this Agreement and the Additional Agreements and the transactions contemplated hereby or thereby, including the Merger, by the holders of the Company securities in accordance with the Company’s Organizational Documents, the Laws of the state of Delaware and the rules and regulations of the SEC and Nasdaq, (B) such other matters as the Company Group and the SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (A) through (B), collectively, the “Company Shareholder Approval Matters”), and (C) the adjournment of the Company Special Meeting, if necessary or desirable in the reasonable determination of the Company. If on the date for which the Company Special Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Required Company Shareholder Approval (as defined below), whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Special Meeting. (iii) In connection with the Registration Statement, all necessary state securities law or "Blue Sky" permits the SPAC and approvals required to carry out the Company will file with the SEC financial and other information about the transactions contemplated by this AgreementAgreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC’s Organizational Documents, the Laws of the British Virgin Islands and the rules and regulations of the SEC and Nasdaq. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors The SPAC shall cooperate and shareholders as may be reasonably requested in connection with provide the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself Company and its Subsidiaries, that none of the information supplied or counsel with a reasonable opportunity to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time review and comment on the Registration Statement and each any amendment or supplement thereto prior to filing the same with the SEC. The Company shall provide the SPAC with such material information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, if any, becomes effective under which information provided by the Securities Act, Company shall be true and correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made not misleading, and materially misleading (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing subject to the Metropolitan shareholders qualifications and at limitations set forth in the time of materials provided by the Metropolitan MeetingCompany). If required by applicable SEC rules or regulations, as such financial information provided by the case Company must be reviewed or audited by the Company Group’s auditors. The SPAC shall provide such material information concerning the SPAC and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may bebe required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the SPAC shall be true and correct and not 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any a material fact necessary in order to make the statements therein made not materially misleading. The SPAC will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Merger and the transactions contemplated hereby. (b) Each party shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company Group, the SPAC and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement material respect or any amendment as otherwise required by applicable Laws. SPAC shall amend or supplement thereto. Each of Metropolitan the Registration Statement and Sky further agrees that if it cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and the SPAC shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading with respect disseminated to any material factthe SPAC’s shareholders, 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 in each case as and to take the necessary steps extent required by applicable Laws and subject to correct the Proxy Statementterms and conditions of this Agreement and the SPAC’s Organizational Documents. (c) Sky agrees to advise Metropolitan, promptly after Sky receives notice thereof, of the time when As soon as practicable following the Registration Statement has become “clearing” comments from the SEC and being declared effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Sky Shares 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 SEC, (i) the SPAC shall distribute the Proxy Statement to the SPAC’s shareholders, and, pursuant thereto, shall call the SPAC Special Meeting in accordance with British Virgin Islands Law for a date no later than forty-five (45) days following the amendment or supplement effectiveness of the Registration Statement, and (ii) the Company shall distribute the Proxy Statement or to the Company’s shareholders, and, pursuant thereto, shall call the Company Special Meeting in accordance with Delaware Law for additional informationa date no later than forty-five (45) days following the effectiveness of the Registration Statement.

Registration Statement. (a) Sky Parent agrees to prepare pursuant to all applicable laws, rules and regulations file a registration statement on Form S-4 or other applicable form (as may be amended, the "“Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance of Sky Parent Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "“Proxy Statement"/Prospectus”) and all related documents). Metropolitan The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above-referenced documents based on its Knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to cooperate, reasonably cooperate with Parent and to cause its Subsidiaries to cooperate, with Sky, its Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisors and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided /Prospectus. Provided that Metropolitan and its Subsidiaries have the Company has reasonably cooperated in all material respects as required described above, Sky Parent agrees to file the Proxy Statement and promptly file, or cause to be filed, the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus with the SEC. Each of the Company and Parent agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) After the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it Company shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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 mail the Proxy Statement/Prospectus to its shareholders. (cb) Sky Parent agrees to advise Metropolitanthe Company, promptly after Sky Parent 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 Sky Shares Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, 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. (a) Sky agrees to As promptly as practicable after execution of this Agreement, CytRx shall prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky file with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause containing the Proxy Statement/Prospectus and thereafter shall use its reasonable best efforts to be have the Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after filing thereofsuch filing. Sky also agrees The Proxy Statement/Prospectus shall, subject to use all reasonable efforts to obtainSection 6.07, prior to include the effective date Directors’ Recommendation. CytRx, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Registration Statement, and CytRx shall promptly notify the Company of the receipt of any comments of the SEC with respect to the Registration Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company promptly copies of all necessary state securities law correspondence between CytRx or "Blue Sky" permits its representatives and approvals required the SEC. CytRx shall give the Company and its counsel the opportunity to carry out review the transactions contemplated by this AgreementRegistration Statement within a reasonable period of time prior to its being filed with the SEC and to review all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments within a reasonable period of time prior to their being filed with, or sent to, the SEC. Metropolitan Each of the Company, CytRx and Merger Subsidiary agrees to furnish to Sky all information concerning Metropolitanuse its reasonable best efforts, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection after consultation with the foregoingother parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the SEC has cleared the Registration Statement, the Company shall mail the Proxy Statement/Prospectus to the stockholders of the Company. Prior to the date of approval of the Merger by the Company’s stockholders, the Company shall correct promptly any information provided by it to be used specifically in the Registration Statement that shall have become false or misleading in any material respect, and CytRx shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Registration Statement so as to correct the same and to cause the Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law. (b) Each The Company shall cooperate with CytRx in connection with investor meetings and customary “road show” presentations of Metropolitan CytRx. As part of such meetings and Sky agreespresentations, as to itself the Company understands and its Subsidiaries, agrees that none of the CytRx may provide information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material factthe Company’s clinical trials, or that will omit product candidates and other assets and business, subject to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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 Statementcustomary confidentiality agreements. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees to prepare pursuant to all applicable lawsAs soon as reasonably practicable following the date of this Agreement, rules the Parties shall cooperate and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperatejointly prepare, and to cause its Subsidiaries to cooperateIrish Holdco and APHC shall file, with Sky, its counsel and its accountants, in preparation of the a preliminary Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file (in which the Proxy Statement and the Registration Statement (togethershall be included), the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicableSEC. Each of Metropolitan and Sky Party agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly soon as reasonably practicable after filing thereofthereof and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Sky also Each Party further agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals approvals, as well as make all necessary foreign filings and take all similar and related actions and obtain all necessary foreign permits and approvals, required to carry out the transactions contemplated by this Agreement. Metropolitan Transactions. (b) Each Party agrees to furnish to Sky the other Parties all information concerning Metropolitanitself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agreesRegistration Statement, as Proxy Statement, a Current Report on Form 8-K pursuant to itself and its Subsidiariesthe Exchange Act in connection with the Transactions, that none or any other statement, filing, notice or application made by or on behalf of the information supplied Parties to any Governmental Entity, whether state, federal or foreign (including the NYSE), in connection with the Transactions, including the Transaction Filings (collectively, the “Offer Documents”). The Registration Statement, Proxy Statement and any other Offer Documents shall be in a form mutually and reasonably agreed to be supplied by it for inclusion or incorporation by reference in (i) the Parties. Prior to filing the Registration Statement, Proxy Statement willor any other Offer Documents, at the time the Registration Statement and each or any amendment thereof or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact whether in preliminary or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meetingfinal form, as the case may be, contain any untrue statement with the SEC, each filing Party will make available to the other Parties a draft of such proposed filing and will provide other Parties with a material fact or omit reasonable opportunity to state any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement that, in the light comment on such draft. No filing of the circumstances under which such statement is madeRegistration Statement, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to other Offer Documents with the Effective Date of any information furnished by it that would cause any SEC will be made without the approval of the statements in the Proxy Statement other Parties (such approval not to be false unreasonably withheld, conditioned 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 Statementdelayed). (c) Sky agrees to The filing Party will advise Metropolitanthe other Parties, promptly after Sky 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 or the suspension of the qualification of Sky Shares securities registered on the Registration Statement 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 or for additional information. APHC shall cause the Proxy Statement to be delivered to its shareholders of record, as of the record date to be established by the APHC Board, as promptly as practicable following the Registration Statement becoming declared effective under the Securities Act. The Parties will use their reasonable best efforts to cause the Registration Statement, Proxy Statement and other Offer Documents to (i) comply as to form with all applicable SEC requirements and (ii) otherwise comply in all material respects with all applicable Law. (d) The filing Party will notify the other Parties as soon as reasonably practicable of the receipt of any comments from the SEC or its staff or other Governmental Entity with respect to the Registration Statement, the Proxy Statement or other Offer Documents and of any request by the SEC or its staff or other Governmental Entity for amendments or supplements to the Registration Statement, the Proxy Statement or other Offer Documents, and will supply the other Parties with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or its staff or other Governmental Entity, on the other hand, with respect to the Registration Statement, Proxy Statement or other Offer Documents. The filing Party shall permit the other Parties and its outside counsel to participate in all material discussions and meetings with the SEC and its staff and other Governmental Entity relating to the Registration Statement, the Proxy Statement, or the other Offer Documents. The filing Party shall (i) provide each Party and its representatives with an opportunity to consult on any material written response reasonably in advance and include the comments provided by each Party in any such response, (ii) inform each Party as soon as reasonably practicable whenever any material event occurs that requires the filing of an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents, and (iii) provide each Party and its representatives with reasonable opportunity to consult on and include the comments provided by each Party to such material amendment or supplement in advance of such filing of an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents. Each Party shall promptly inform the other Parties whenever it discovers any event relating to itself or any of its Affiliates, officers or directors that is required to be set forth in an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents. (e) In connection with the Registration Statement, Proxy Statement or other Offer Documents, each Party will use reasonable best efforts to (i) cooperate with the filing Party, (ii) respond to questions about itself or its Affiliates required in any filing with or requested by the SEC in a timely fashion, and (iii) promptly provide any information reasonably necessary or advisable or otherwise reasonably requested by the filing Party or its representatives in connection with the Registration Statement, Proxy Statement or other Offer Documents. (f) If, at any time prior to the APHC Shareholder Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the filing Party shall promptly file an amendment or supplement to the Registration Statement containing such information. If, at any time prior to the Closing, a Party discovers any information, event or circumstance relating to it or its Affiliates or any of their businesses, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Party shall promptly inform the filing Party of such information, event or circumstance.

Registration Statement. (a) Sky Buyer agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "“Registration Statement"”) to be filed by Sky Buyer with the SEC in connection with the issuance of Sky Buyer Common Shares Stock in the Merger (including the proxy statement prospectus of Buyer and prospectus and other proxy solicitation materials of Metropolitan Buyer and Virginia Commerce constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan agrees Virginia Commerce and Buyer agree to cooperate, and to cause its their respective Subsidiaries to cooperate, with Sky, the other and its counsel and its accountants, accountants in the preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky . Buyer agrees to file the Proxy Statement and the Registration Statement (together, including the "Proxy Statement/Prospectus"Statement in preliminary form) with the SEC as promptly as reasonably practicablepracticable and in any event within 90 days from the date of this Agreement. Each of Metropolitan Virginia Commerce and Sky Buyer agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky Buyer also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Each of Buyer and Virginia Commerce agrees to furnish to Sky the other party all information concerning Metropolitanitself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the foregoingRegistration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Virginia Commerce or their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Virginia Commerce shall have the right to review and consult with Buyer and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Metropolitan Virginia Commerce and Sky Buyer agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan Virginia Commerce Meeting, as the case may be, 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 thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan Virginia Commerce and Sky Buyer further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky Buyer agrees to advise MetropolitanVirginia Commerce, promptly after Sky Buyer 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 Sky Shares Buyer 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. (a) Sky agrees to As soon as reasonably practicable after the date of this Agreement, SmartFinancial and the Company will prepare pursuant to and file with the SEC the Joint Proxy Statement/Prospectus and SmartFinancial will prepare and file with the SEC the Registration Statement (in which the Joint Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply with all applicable laws, of the requirements of the Exchange Act and the Securities Act (and the rules and regulations a thereunder) applicable thereto. Each of SmartFinancial and the Company shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as soon as practicable after the filing thereof. SmartFinancial shall also use reasonable best efforts to register or exempt from registration statement on Form S-4 (the "Registration Statement") SmartFinancial Common Stock to be filed issued to holders of Company Common Stock as Merger Consideration under the state securities or “blue sky” Laws of all applicable jurisdictions, and to keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by Sky with this Agreement, and the SEC Company shall furnish all information concerning the Entegra Parties and their shareholders as may be reasonably requested by SmartFinancial in connection with the issuance same. SmartFinancial shall have primary responsibility for preparing and filing the Registration Statement, provided that SmartFinancial shall to the extent practicable afford the Company and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to the extent permitted by Law, shall deliver to the other Parties copies of Sky Common Shares all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the other Parties the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Parties shall cooperate in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Joint Proxy Statement/Prospectus for the purpose of submitting this Agreement and the transactions contemplated hereby to be declared effective under the Securities Act shareholders of the Company for approval and submitting the Stock Issuance Proposal to the shareholders of SmartFinancial approval. Each Party will as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, this Agreement furnish all necessary state securities law or "Blue Sky" permits data and approvals required information relating to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, it and its Subsidiaries, and its and its Subsidiaries’ businesses, directors, officers, directors and shareholders shareholders, as the other Parties may reasonably request for the purpose of including such data and information in the Registration Statement and/or the Joint Proxy Statement/Prospectus. The Company expressly agrees to cooperate with SmartFinancial and its legal and accounting advisors in requesting and obtaining appropriate opinions, consents, and letters from its legal and financial advisor(s) and independent auditor(s), and in taking such other actions as may be reasonably requested by SmartFinancial , in connection with the foregoing. (b) Registration Statement or the Joint Proxy Statement/Prospectus. Without limiting the generality of the immediately preceding sentence, the Company shall cause Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, legal counsel to the Company, to issue and deliver to the Company, in connection with the filing of the Registration Statement with the SEC, an opinion of counsel with respect to the material United States federal income tax consequences of the Mergers and the Entegra Special Dividend to holders of Company Common Stock. Each of Metropolitan Party covenants and Sky agrees, as to itself and its Subsidiaries, agrees that none of the information supplied or to be supplied by it such Party for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each or any amendment or supplement thereto, if any, thereto becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, and (ii) the Joint Proxy Statement and Statement/Prospectus or any amendment or supplement thereto will, at on the date the same is first mailed to shareholders of mailing to SmartFinancial or the Metropolitan shareholders and Company or at the time of the Metropolitan SmartFinancial Meeting or the Company Meeting, as the case may be, 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 any statement thatmade therein, in the light of the circumstances under which such statement is they were made, not misleading, or (iii) any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement will, at the time such document is filed, fail to comply as to form or substance, in all material respects, with the provisions of applicable Law. The Joint Proxy Statement/Prospectus will be false comply as to form and substance, in all material respects, with all applicable requirements of the Exchange Act and the Securities Act and the rules and regulations thereunder, except that no representation or misleading warranty is made by any Party with respect to statements made or incorporated by reference therein based on information supplied by any material fact, other Party or that will omit to state any material fact necessary in order to make the statements therein not false its Subsidiaries for inclusion or misleading or necessary to correct any statement in any earlier statement incorporation by reference in the Joint Proxy Statement or any amendment or supplement theretoStatement/Prospectus. Each of Metropolitan Party covenants and Sky further agrees that if it shall become that, in the event such Party becomes aware prior to the Effective Date of any information furnished by it or any of its Subsidiaries that would cause any of the statements in the Registration Statement or the Joint Proxy Statement Statement/Prospectus, or any other document filed with any Governmental Entity in connection with the transactions contemplated by this Agreement, 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 such Party will promptly inform the other party Parties thereof in writing and to take the all necessary steps to correct the Proxy Statement. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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 informationJoint Proxy Statement/Prospectus, or other document, as applicable.

Registration Statement. (a) Sky agrees Camden and KSB agree to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement"Statement ) to be filed by Sky Camden with the SEC in connection with the issuance of Sky Camden Common Shares Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Metropolitan Camden and KSB constituting a part thereof (the "Joint Proxy Statement"Statement ) and all related documents). Metropolitan agrees Camden and KSB agree to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation file a draft of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Joint Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan Camden and Sky KSB agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be filed and declared effective under the Securities Act as promptly as reasonably practicable after filing thereofthe SEC has cleared the Joint Proxy Statement. Sky Camden also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" blue sky permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan Camden and Sky KSB agrees, upon request, to furnish promptly the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Joint Proxy Statement or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any regulatory authority in connection with the transactions contemplated hereby. Each of Camden and KSB agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time times of the Metropolitan Camden Meeting and the KSB Meeting, as the case may be, 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 thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement or any amendment or supplement thereto. Each of Metropolitan Camden and Sky KSB further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Joint 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 it shall promptly inform the other party thereof and to shall take the necessary steps to correct the Joint Proxy Statement. (c) Sky agrees to In the case of Camden, Camden will advise MetropolitanKSB, promptly after Sky Camden 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 Sky Shares the Camden 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. (a) Sky Parent agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "Registration Statement") to be filed by Sky Parent with the SEC in connection with the issuance of Sky Parent Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. The Company agrees to cooperate, cooperate with Parent and to cause its Subsidiaries to cooperate, with Sky, its Parent's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided . Provided that Metropolitan and its Subsidiaries have the Company has cooperated as required described above, Sky Parent agrees to file file, or cause to be filed, the Registration Statement and the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan the Company and Sky Parent agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, the Company shall promptly mail at its expense the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingshareholders. (b) Each of Metropolitan the Company and Sky agrees, as to itself and its Subsidiaries, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan shareholders and at the time of the Metropolitan Company Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan the Company and Sky Parent further agrees that if it such party shall become aware prior to the Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky Parent agrees to advise Metropolitanthe Company, promptly after Sky Parent 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 Sky Shares Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, 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. (a) Sky United agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "“Registration Statement"”) to be filed by Sky United with the SEC in connection with the issuance of Sky United Common Shares Stock in the Merger (including the proxy statement prospectus of United and prospectus and other proxy solicitation materials of Metropolitan Centra constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan agrees Centra and United agree to cooperate, and to cause its their respective Subsidiaries to cooperate, with Sky, the other and its counsel and its accountants, accountants in the preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky . United agrees to file the Proxy Statement and the Registration Statement (together, including the "Proxy Statement/Prospectus"Statement in preliminary form) with the SEC as promptly as reasonably practicablepracticable and in any event within 90 days from the date of this Agreement. Each of Metropolitan Centra and Sky United agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky United also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Each of United and Centra agrees to furnish to Sky the other party all information concerning Metropolitanitself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the foregoingRegistration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of United, Centra or their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Centra shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Metropolitan Centra and Sky United agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan Centra Meeting, as the case may be, 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 thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan Centra and Sky United further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky United agrees to advise MetropolitanCentra, promptly after Sky United 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 Sky Shares United 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. (a) Sky Each of Dana a▇▇ ▇he Company agrees to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky with Dana w▇▇▇ the SEC in connection with the issuance of Sky Common Shares Dana C▇▇▇▇n Stock in the Merger (including the joint proxy statement and statement, prospectus and other proxy solicitation materials of Metropolitan Dana a▇▇ ▇he Company constituting a part thereof (the "Joint Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of Provided the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have Company has cooperated as required above, Sky agrees Dana a▇▇▇▇s to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable, but in no event later than 30 days after the date of this Agreement. Each of Metropolitan the Company and Sky agrees Dana a▇▇▇▇s to use all reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and to cause the Joint Proxy Statement to be mailed as promptly as practicable to the stockholders of the Company and Dana. Sky also ▇▇▇▇ a▇▇▇ agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan The Company agrees to furnish to Sky all information Dana a▇▇ ▇nformation concerning Metropolitanthe Company, its Subsidiaries, officers, directors and shareholders stockholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan the Company and Sky agreesDana a▇▇▇▇s, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities ActAct and at the Effective Time, will not 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, and (ii) the Joint Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time times of the Metropolitan Dana M▇▇▇▇ng and the Company Meeting, as the case may be, 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 thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Joint Proxy Statement or any amendment or supplement thereto. Each of Metropolitan the Company and Sky further Dana f▇▇▇▇er agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Joint 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 Joint Proxy Statement. (c) Sky agrees to In the case of Dana, ▇▇▇▇ ▇▇▇▇ advise Metropolitanthe Company, promptly after Sky receives Dana r▇▇▇▇ves 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 Sky Shares the Dana S▇▇▇▇ 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. (a) Sky Each of Nortel Networks and the Company agrees to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky Nortel Networks with the SEC in connection with (and only in connection with) the issuance of Sky Nortel Networks Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "Company Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the The Registration Statement and the Company Proxy Statement; Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and provided that Metropolitan the Exchange Act and its Subsidiaries have the rules and regulations thereunder. Provided the other party has cooperated as required above, Sky Nortel Networks agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable, after the date of this Agreement. Each of Metropolitan Nortel Networks and Sky the Company 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 Company 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 received from the SEC. Each of Nortel Networks and the Company agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, and the Company agrees to mail the Company Proxy Statement to its stockholders as promptly as practicable after the Registration Statement is declared effective. Sky Nortel Networks also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" and all foreign permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan The Company agrees to furnish to Sky Nortel Networks all information concerning Metropolitan, the Company and its Subsidiaries, officers, directors and shareholders stockholders as may be reasonably requested in connection with the foregoing, and Nortel Networks agrees to furnish to the Company all information concerning Nortel Networks and its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan Nortel Networks and Sky the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Company Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan Company Meeting, as the case may be, 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 thattherein, in the light of the circumstances under in which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky Nortel Networks agrees to advise Metropolitanthe Company, promptly after Sky Nortel Networks 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 Sky the Nortel Networks Common Shares 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) Nortel Networks will use its reasonable efforts to obtain, and will provide evidence reasonably satisfactory to the Company of, all necessary rulings or orders of Canadian securities regulatory authorities exempting the distribution by Nortel Networks of the Nortel Networks Common Shares and options and other Rights to purchase Nortel Networks Common Shares under the Merger and the resale of Nortel Networks Common Shares issued under the Merger in Canada as contemplated by this Agreement from the registration and prospectus requirements under applicable Canadian securities laws on terms reasonably satisfactory to Nortel Networks and the Company.

Registration Statement. (a) Sky TriCo agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "“Registration Statement"”) to be filed by Sky TriCo with the SEC in connection with the issuance of Sky the shares of TriCo Common Shares Stock to the FNBB shareholders as the Merger Consideration in the Merger (including the joint proxy statement for the TriCo Meeting and the FNBB Meeting and prospectus and other proxy solicitation materials of Metropolitan TriCo and FNBB constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan FNBB shall prepare and furnish such information relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and FNBB, and its legal, financial and accounting advisors, shall have the right to review in advance and comment on such Registration Statement prior to its filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. FNBB agrees to cooperate, cooperate with TriCo and to cause its Subsidiaries to cooperate, with Sky, its TriCo’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided that Metropolitan and . TriCo shall use its Subsidiaries have cooperated as required abovecommercially reasonable best efforts to file, Sky agrees or cause to file the Proxy Statement and be filed, the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicablepracticable thereafter. Each of Metropolitan FNBB and Sky TriCo agrees to use all its commercially reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky TriCo also agrees to use all its commercially reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, FNBB and TriCo shall promptly mail at each party’s own expense the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingof their respective shareholders. (b) Each of Metropolitan FNBB and Sky agrees, as to itself and its Subsidiaries, TriCo agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan FNBB’s and TriCo’s respective shareholders and at the time time(s) of the Metropolitan FNBB Meeting and the TriCo Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan FNBB and Sky TriCo further agrees that if it such party shall become aware prior to the Effective Date date of effectiveness of the Registration Statement of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky TriCo agrees to advise Metropolitan, FNBB promptly in writing after Sky TriCo 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 Sky Shares TriCo Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent TriCo is aware thereof, 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. (a) Sky agrees to prepare pursuant to all applicable lawsEach of Parent and the Company shall cooperate and as promptly as practicable prepare, rules and regulations Parent shall file with the SEC as soon as practicable, a registration statement Registration Statement on Form S-4 under the Securities Act (the "Registration Statement") ), with respect to be filed by Sky the Parent Common Stock issuable in the Merger. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of Parent and of the Company in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable). Each of Metropolitan and Sky agrees to use all reasonable efforts to The respective parties will cause the Proxy Statement/Prospectus and the Registration Statement to be comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use its reasonable best efforts, and the Company will cooperate with Parent, to have the Registration Statement declared effective under by the Securities Act SEC as promptly as reasonably practicable after filing thereofpracticable. Sky also agrees to Parent shall use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and or approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky Agreement and will pay all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement expenses incident thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to Parent will advise the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise MetropolitanCompany, promptly after Sky 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 or order, the suspension of the qualification of Sky Shares the Parent Common Stock issuable in connection with the Merger 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 amendment of the amendment Proxy Statement/ Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as practicable after the date hereof. (c) Each of Parent and the Company agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and of the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. (a) Sky agrees 7.2.1 Subject to prepare pursuant to all applicable lawsthe reasonable discretion of Compass as advised by the Representatives, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky Compass shall file with the SEC as soon as is reasonably practicable after the date hereof the Registration Statement and shall use all reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Compass shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of Sky Compass Common Shares Stock. Compass, the Company and the Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. Without limiting the Merger (including generality of the proxy statement foregoing, the Company and the Stockholders shall furnish or cause to be furnished to Compass and the Representatives all of the information concerning the Company, the Company Subsidiaries and the Stockholders required for inclusion in, the Registration Statement and the prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof included therein (the "Proxy StatementProspectus") and all related documents). Metropolitan agrees to cooperate; including, without limitation, audited consolidated balance sheets of the Company as of September 30, 1997, and the related audited consolidated statements of income, stockholders' equity and cash flow for the nine (9) months then ended (including all notes thereto), which shall be furnished to cause its Subsidiaries to cooperateCompass and the Underwriters no later than November 1, 1997. The Company and the Stockholders will cooperate with Sky, its counsel Compass and its accountants, the Representatives in the preparation of the Registration Statement and the Proxy Statement; and Prospectus. All financial statements provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file by the Proxy Company for inclusion in the Registration Statement and Prospectus shall (i) be accurate and complete in all material respects, (ii) be consistent with the books and records of the Company and the Company Subsidiaries (which, in turn, shall be accurate and complete in all material respects), and (iii) fairly present the financial condition, assets and liabilities of the Company and Company Subsidiaries as of their respective dates and the results of operations and cash flows for the respective period, in accordance with generally accepted accounting principles applied on a consistent basis. All information provided and to be provided by Compass and the Company, respectively, for use in the Registration Statement (togetherincluding, without limitation, financial statements and schedules and financial and statistical data) shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or misleading as of the date thereof and in light of the circumstances under which given or made. The Company and the Stockholders agree promptly to advise Compass if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the Company, the "Proxy Statement/Prospectus") with Company Subsidiaries or the SEC Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. Insofar as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior information relates solely to the effective date Company, the Company Subsidiaries or the Stockholders, each of the Registration Statement, all necessary state securities law or "Blue Sky" permits Company and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors Stockholders represents and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, warrants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willas of its effective date, at and the time the Registration Statement and each amendment or supplement theretofinal prospectus, if anyas of its date, becomes effective under the Securities Act, contain any will not include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein statement therein, in light of the circumstances in which they were made, not misleading; provided, and (ii) the Proxy Statement and any amendment or supplement thereto willhowever, at the date of mailing that this representation does not extend to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, contain any untrue statement of a material fact if such untrue statement was made in or omit an omission occurred in any preliminary prospectus and (i) the Company or Stockholders provided, in writing, corrected information to state any material fact Compass or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) Compass did not provide the Company and its counsel with the information required to be stated therein provided pursuant to Section 7.2.2, and such information is the basis for the untrue ------------- statement or necessary to make the statements therein not misleading omission (or any alleged untrue statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further omission). 7.2.2 Compass agrees that if it shall become aware prior will provide to the Effective Date Company and its counsel copies of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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 drafts of the Registration Statement containing any material changes to the information relating to the Company, the Company Subsidiaries or the Stockholders as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statement (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review such revised information and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for additional informationthe objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the 1933 Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three (3) business days immediately preceding the filing of the initial Registration Statement and any amendment thereto, the Company and its counsel shall be obligated to respond to the proposed changes electronically transmitted to them within two (2) hours from the time of the completion of the transmission of the proposed changes to the Company's counsel, provided that Compass has provided to the Company or Company's counsel reasonably adequate advance notice of the need for the Company and its counsel to respond to such proposed changes.

Registration Statement. (a) Sky Each of AHGP and ARLP agrees to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "“Registration Statement"”) (including the consent statement and prospectus and other consent solicitation materials of AHGP constituting a part thereof (the “Consent Statement”) and all related documents) to be filed by Sky ARLP with the SEC in connection with the issuance distribution of Sky Common Shares Exchange Units in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents)as contemplated by this Agreement. Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have Provided AHGP has cooperated as required above, Sky ARLP agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicablepracticable after the date of this Agreement. Each of Metropolitan AHGP and Sky ARLP agrees to use all reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof, to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated hereby, and AHGP shall promptly thereafter mail the Consent Statement, which shall include a form of consent that may be executed by holders of the AHGP Common Units in connection with the consent solicitation. Sky ARLP also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Each of ARLP and AHGP agrees to furnish to Sky the other party all information concerning Metropolitan, its the ARLP Parties and their Subsidiaries or the AHGP Parties and their Subsidiaries, as applicable, and the officers, directors and shareholders unitholders of ARLP and AHGP and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan AHGP and Sky ARLP agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and (ii) the Proxy Consent Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan MeetingAHGP’s unitholders, as the case may be, not 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 thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan AHGP and Sky ARLP further agrees that if it shall become aware prior to the Effective Closing Date of any information furnished by it that would cause any of the statements in the Proxy Registration 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 therein, in light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party thereof and to take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement. (c) Sky agrees to ARLP will advise MetropolitanAHGP, promptly after Sky ARLP 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 Sky Shares the Exchange Units 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) AHGP will use its reasonable best efforts to cause the Consent Statement to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Sky agrees Each of VNR and the ENP Parties agree to prepare pursuant to cooperate in the preparation of the Registration Statement (including the Proxy Statement/Prospectus constituting a part thereof and all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement"related documents) to be filed by Sky VNR with the SEC in connection with the issuance of Sky the New Common Shares Units in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents)as contemplated by this Agreement. Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky VNR agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan ENP and Sky VNR agrees to use all commercially reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky VNR also agrees to use all commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Each of VNR and ENP agrees to furnish to Sky the other party all information concerning MetropolitanVNR and its Subsidiaries or ENP, ENP GP and its Subsidiaries, as applicable, and the officers, directors and shareholders unitholders of VNR and ENP and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the foregoing. No filing of the Registration Statement will be made by VNR, and no filing of the Proxy Statement/Prospectus will made by VNR or ENP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (b) Each of Metropolitan the ENP Parties and Sky VNR agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, (A) at the date of mailing to the Metropolitan shareholders holders of ENP Common Units and at the time of the Metropolitan ENP Meeting, as and (B) at the case may bedate of mailing to the holders of VNR Common Units and at the time of the VNR Meeting, in each case, not 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 any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan the ENP Parties and Sky VNR further agrees that if it shall become aware prior to the Effective Closing Date of any information furnished by it that would cause any of the statements in the Registration Statement or the Proxy Statement 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 therein, in the light of the circumstances under which they were made, not false or misleading, to it will promptly inform the other party Other Parties thereof and to take the necessary steps to correct such information in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus. No amendment or supplement to the Registration Statement will be made by VNR, and no amendment or supplement to the Proxy Statement/Prospectus will made by VNR or ENP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (c) Sky agrees to VNR will advise MetropolitanENP, promptly after Sky VNR receives notice thereof, of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order or the suspension of the qualification of Sky Shares the New Common Units for offering or sale in any jurisdiction, of (iii) the initiation or threat of any proceeding for any such purpose, or of (iv) any request by the SEC for the amendment or supplement of the Registration Statement or the Proxy Statement/Prospectus or for additional information. (d) Each of VNR and ENP will use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Sky agrees Acquiror shall register under the 1933 Act the Acquiror Series B Preferred Shares to prepare pursuant be issued in the Merger and the Acquiror Common Shares to all applicable laws, rules and regulations be issued upon the conversion of shares of Acquiror Series B Preferred Shares on a registration statement on Form S-4 or another appropriate registration statement (the "Acquiror Registration Statement") to be filed by Sky (which shall contain the Target Proxy Statement) and shall keep such registration effective thereafter through the third anniversary of the Closing Date. As promptly as practicable after the date of this Agreement, Acquiror shall prepare, with the assistance of Target, as appropriate, and file with the SEC the Acquiror Registration Statement together with the prospectus to be included therein (the "Prospectus") and the Target Proxy Statement included therein, and any other documents required by the 1933 Act or the 1934 Act in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicableMerger. Each of Metropolitan Acquiror and Sky agrees to Target shall use all reasonable efforts to cause respond promptly to any comments of the Proxy Statement/Prospectus SEC and to be have the Acquiror Registration Statement declared effective under the Securities 1933 Act as promptly as reasonably practicable after filing thereofsuch filing. Sky also agrees to Acquiror shall use all its reasonable efforts to obtain, prior to the effective date of the Registration StatementEffective Time, all necessary state securities law or "Blue Skyblue sky" permits and or approvals required to carry out consummate the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Documents. Metropolitan agrees to Target shall promptly furnish to Sky Acquiror all information concerning Metropolitan, its Subsidiaries, officers, directors Target and shareholders the Target Stockholders as may be reasonably requested required in connection with any action contemplated by this Section 5.09. Each of Acquiror and Target will notify the foregoingother promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Acquiror Registration Statement or the Prospectus or for additional information and will supply the other with copies of all correspondence with the SEC or its staff with respect to the Acquiror Registration Statement or the Prospectus. Whenever any event occurs which should be set forth in an amendment or supplement to the Acquiror Registration Statement or the Prospectus, Acquiror or Target, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to stockholders of Target, such amendment or supplement. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, Acquiror covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Acquiror Registration Statement will, at the time the Acquiror Registration Statement is filed with the SEC and each amendment or supplement thereto, if any, at the time it becomes effective under the Securities 1933 Act, 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 therein, in light of the circumstances in which they were made, not misleading, and (ii) except that no covenant is made by Acquiror with respect to statements made therein based on information supplied in writing by Target for inclusion in the Proxy Acquiror Registration Statement. Acquiror covenants that the Acquiror Registration Statement and any amendment or supplement thereto will, at the date of mailing to Prospectus will comply in all material respects with the Metropolitan shareholders and at the time provisions of the Metropolitan Meeting1933 Act and the 1934 Act, as the case may be, and the rules and regulations thereunder, except that no covenant is made by Acquiror with respect to statements made therein based on information supplied by Target or any of its affiliates, directors, officers, employees, agents or representatives in writing for inclusion or incorporation by reference therein or based upon Target's representations or warranties made herein or in any Ancillary Documents or with respect to omitted information regarding Target so required to be included in the Registration Statement. (c) Target covenants that none of the information supplied in writing by Target for inclusion or incorporation by reference in the Acquiror Registration Statement or any amendments or supplements thereto to be filed with the SEC in connection with the issuance of Acquiror Series B Preferred Shares and, upon conversion, Acquiror Common Shares, pursuant to the transactions hereby contemplated will, at the time the Acquiror Registration Statement or any amendments or supplements thereto is filed with the SEC and at the time it becomes effective under the 1933 Act, 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 thattherein, in the light of the circumstances circumstance under which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees to As promptly as practicable after the date hereof, but not later than May 16, 2025, Purchaser shall prepare pursuant to all applicable lawswith the assistance, rules cooperation and regulations commercially reasonable efforts of the Company Group, and file with the SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the "Proxy Statement contained therein, the “Registration Statement"”) to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective registration under the Securities Act of Purchaser Ordinary Shares to be issued in the Reincorporation Merger and Acquisition Merger (including, for the avoidance of doubt, the Holdback Shares), which Registration Statement will also contain a proxy statement of Parent (as promptly amended, the “Proxy Statement”) for the purpose of soliciting proxies from Parent shareholders for the matters to be acted upon at the Parent Special Meeting and a consent solicitation statement for purposes of obtaining the Required Parent Shareholder Approval and providing the public shareholders of Parent an opportunity in accordance with Parent’s organizational documents and the IPO Prospectus to have their Parent Ordinary Shares redeemed in conjunction with the shareholder vote on the Parent Shareholder Approval Matters as reasonably practicable after filing defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent shareholders to vote, at an extraordinary general meeting of Parent shareholders to be called and held for such purpose (the “Parent Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements, the BRPM and the transactions contemplated hereby or thereby, including the Reincorporation Merger and the Acquisition Merger, by the holders of Parent Ordinary Share in accordance with the Parent’s Organizational Documents, BVI Law, Cayman Islands Law and the rules and regulations of the SEC and Nasdaq, (ii) adoption of the Purchaser’s amended and restated memorandum and articles of association substantially in the form attached hereto as Exhibit C, (iii) election of the directors of the Purchaser as set forth in Section 2.5 of this Agreement, (iv) approval of an incentive plan for the employees of the Purchaser to be effective as of the Closing and in the form to be mutually agreed by the parties and (iii) such other matters as the Company Group and Parent shall hereafter mutually determine to be necessary or appropriate in order to effect the Reincorporation Merger, the Acquisition Merger and the other transactions contemplated by this Agreement (the approvals described in foregoing clauses (i) through (iii), collectively, the “Parent Shareholder Approval Matters”), and (iii) the adjournment of the Parent Special Meeting, if necessary or desirable in the reasonable determination of Parent. (b) Parent, acting through its board of directors (or a committee thereof. Sky also agrees ), shall (i) recommend the Parent Shareholders to vote for each of the Parent Shareholder Approval Matters, (ii) use all its commercially reasonable efforts to obtainsolicit from its shareholders proxies or votes in favor of the approval of the Parent Shareholder Approval Matters, and (iii) take all other action necessary or advisable to secure the approval of the Parent Shareholder Approval Matters. If on the date for which the Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Shareholder Approval (as defined below), whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Special Meeting; provided that the Parent Special Meeting may not be postponed or adjourned by an aggregate of ten (10) Business Days without the Company’s prior to the effective date of written consent. In connection with the Registration Statement, all necessary state securities law or "Blue Sky" permits Parent, Purchaser and approvals required to carry out the Company Group will file with the SEC financial and other information about the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning MetropolitanAgreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Parent’s organizational documents, its Subsidiaries, officers, directors BVI Law and shareholders as may be reasonably requested in connection with the foregoingrules and regulations of the SEC and Nasdaq. (bc) Each of Metropolitan The Purchaser shall cooperate and Sky agrees, as to itself provide the Company Group (and its Subsidiaries, that none of the information supplied or counsel) with a reasonable opportunity to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time review and comment on the Registration Statement and each any amendment or supplement thereto prior to filing the same with the SEC. The Company Group shall provide the Purchaser Parties with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, if any, becomes effective under which information provided by the Securities Act, Company Group shall be true and correct and not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made not misleading, and materially misleading (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing subject to the Metropolitan shareholders qualifications and at limitations set forth in the time of materials provided by the Metropolitan MeetingCompany Group). If required by applicable SEC rules or regulations, as such financial information provided by the case Company Group must be reviewed or audited by the Company Group’s auditors. The Parent shall provide such information concerning Parent and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may bebe required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Parent shall be true and correct and not 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any a material fact necessary in order to make the statements therein made not materially misleading. The Purchaser will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (d) The Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Parent Special Meeting and to the cause the Registration Statement to become effective. Each party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available, at a reasonable time and location, to the Company Group, the Purchaser, Parent and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement material respect or any amendment as otherwise required by applicable Laws. Purchaser shall amend or supplement thereto. Each of Metropolitan the Registration Statement for any such corrections and Sky further agrees that if it cause the Registration Statement, as so amended or supplemented, to be filed with the SEC. (e) As soon as practicable following the Registration Statement “clearing” comments from the SEC and being declared effective by the SEC, Parent shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in distribute the Proxy Statement to be false or misleading Parent’s shareholders, and, pursuant thereto, shall call the Parent Special Meeting in accordance with respect to any material fact, or to omit to state any material fact necessary to make BVI Law for a date no later than thirty (30) days following 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) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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 effectiveness of the Registration Statement or for additional informationStatement.

Registration Statement. (a) Sky Buyer agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") Statement to be filed by Sky Buyer with the SEC in connection with the issuance of Sky Buyer Common Shares Stock in the Merger (including the proxy statement prospectus of Buyer and prospectus and other proxy solicitation materials of Metropolitan Buyer and Valley Financial constituting a part thereof (the "“Proxy Statement"”) and all related documents). Metropolitan agrees Valley Financial and Buyer agree to cooperate, and to cause its their respective Subsidiaries to cooperate, with Sky, the other and its counsel and its accountants, accountants in the preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky . Buyer agrees to file the Proxy Statement and the Registration Statement (together, including the "Proxy Statement/Prospectus"Statement in preliminary form) with the SEC as promptly as reasonably practicablepracticable and in any event within 45 days from the date of this Agreement. Each of Metropolitan Valley Financial and Sky Buyer agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky Buyer also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan Each of Buyer and Valley Financial agrees to furnish to Sky the other party all information concerning Metropolitanitself, its Subsidiaries, officers, directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the foregoingRegistration Statement, Proxy Statement or any other statement, filing, notice or application made by or on behalf of Buyer, Valley Financial or their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement. Valley Financial shall have the right to review and consult with Buyer and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Metropolitan Valley Financial and Sky Buyer agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders stockholders and at the time of the Metropolitan Valley Financial Meeting, as the case may be, 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 thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan Valley Financial and Sky Buyer further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky Buyer agrees to advise MetropolitanValley Financial, promptly after Sky Buyer 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 Sky Shares Buyer 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. (a) Sky Parent agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (as may be amended, the "“Registration Statement"”) to be filed by Sky Parent with the SEC in connection with the issuance of Sky Parent Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan the Company constituting a part thereof (the "“Proxy Statement"/Prospectus”) and all related documents). Metropolitan The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above-referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to cooperate, cooperate with Parent and to cause its Subsidiaries to cooperate, with Sky, its Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided /Prospectus. Provided that Metropolitan and its Subsidiaries have the Company has cooperated as required described above, Sky Parent agrees to file file, or cause to be filed, the Proxy Registration Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") Prospectus with the SEC as promptly as reasonably practicable. Each of Metropolitan the Company and Sky Parent agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Parent also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) After the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it Company shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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 mail the Proxy Statement/Prospectus to its shareholders. (cb) Sky Parent agrees to advise Metropolitanthe Company, promptly after Sky Parent 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 Sky Shares Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, 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. (a) Sky agrees Acquired Corporation shall furnish all information to prepare pursuant Buyer with respect to all applicable laws, rules and regulations a registration statement on Form S-4 (any Acquired Corporation Company including financial statements of Acquired Corporation as Buyer may reasonably request for inclusion in the "Registration Statement") to be filed by Sky with , the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Buyer Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each Buyer’s application for listing on NASDAQ of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus Buyer’s Common Stock to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of registered by the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out such information and financial statements shall satisfy the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitanrequirements of SEC Form S-4 and SEC Regulation S-X under the 1933 Act, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingapplicable. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none None of the information supplied or to be supplied by it Acquired Corporation for inclusion or incorporation by reference in (i) the Registration Statement to be filed by Buyer with the SEC will, at the time when the Registration Statement and each amendment or supplement theretobecomes effective, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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 misleading. None of the information supplied by Acquired Corporation or to be supplied to Buyer’s or Acquired Corporation’s stockholders in the proxy statement/prospectus used in connection with the Stockholders’ Meetings, and any other documents to be filed by Acquired Corporation with the SEC, or any other Agency in connection with the transactions contemplated hereby will, at the respective time such documents are filed and with respect to the Acquired Corporation Proxy Statement, when first mailed to the stockholders of Acquired Corporation, and with respect to the Buyer Proxy Statement when first mailed to the stockholders of Buyer, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, not misleading, or in the case of the Acquired Corporation Proxy Statement or any amendment thereof or supplement thereto, at the time of the Acquired Corporation Stockholders’ Meetings, and in the case of the Buyer Proxy Statement or any amendment thereof or supplement thereto, at the time of the Buyer Stockholders’ Meeting, be false or misleading with respect to promptly inform the other party thereof and any material fact, or omit to take the state any material fact necessary steps to correct the Proxy Statement. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares for offering or sale statement in any jurisdiction, earlier communication with respect to the solicitation of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC proxies for the amendment or supplement of the Registration Statement or for additional informationrespective Stockholders’ Meetings.

Registration Statement. (a) Sky agrees Company shall promptly prepare, and shall file as promptly as practicable, but in any event no later than the sixtieth (60th) day following the Closing, a registration statement with respect to prepare the Shares to be purchased by Purchaser pursuant to this Agreement (together with all amendments thereto, the “Registration Statement”). The Company will cause the Registration Statement to comply as to form in all material respects with the applicable laws, provisions of the Exchange Act and the rules and regulations a registration statement on Form S-4 (thereunder. The Company shall use all best efforts to qualify such Shares under any applicable state securities laws. The Company shall use all best efforts to cause the "Registration Statement") Statement to be filed by Sky with the SEC become effective as soon as practicable, and to obtain all consents or waivers of other parties that are required therefor as soon as practicable. The all costs and expenses incurred in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement shall be for the account of and shall be paid by the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingCompany. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of Purchaser shall provide all information reasonably requested by the information supplied or Company for inclusion in any Registration Statement to be supplied by it for inclusion filed hereunder. No filing of, or incorporation by reference in (i) amendment or supplement to, the Registration Statement will, at shall be made by the time the Registration Statement Company without providing Purchaser a reasonable opportunity to review and each amendment or supplement comment thereon and provide its consent thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required such consent not to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, unreasonably withheld. The Company will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, Purchaser promptly after Sky the Company 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 order, the suspension of the qualification of Sky Shares the 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 U.S. Securities and Exchange Commission (the “SEC”) for the amendment or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (c) In connection with any offering, sale and delivery of the Company’s Common Stock pursuant to a registration statement effected pursuant to this Section 5.2, the Company and Purchaser shall provide each other and any applicable underwriter with customary representations, warranties and covenants, including covenants of indemnification and contribution.

Registration Statement. (a) Sky agrees to Stockholder Approval. At such time as determined in the sole discretion of C&S, C&S shall prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (file the "Registration Statement") to be filed by Sky Statement with the SEC and Brunswick shall file the Proxy Statement with the OTS and C&S and Brunswich shall use their best efforts to cause the Registration Statement to become effective under the 1933 Act and shall take any action required to be be taken under the applicable state Blue Sky or securities laws in connection with the issuance of Sky the shares of C&S Common Shares Stock upon consummation of the Merger. Each Party shall furnish all information concerning it and the holders of its capital stock as the other party may reasonably request in connection with such action. Brunswick shall call a Stockholders' meeting to be held as soon as practicable after the Merger (including date of this Agreement for the proxy statement purposes of voting upon the Agreement, the Plan of Thrift Conversion, the Amended Brainsick Articles and prospectus and other proxy solicitation materials the Plan of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperateMerger, and to cause its Subsidiaries to cooperatesuch other related matters as it deems appropriate. In connection with the Stockholder's Meeting, with Sky, its counsel and its accountants, in preparation (i) Brunswick shall mail the Proxy Statement included as part of the Registration Statement and as filed with the Proxy Statement; OTS to its stockholders, (ii) the Board of Directors of Brunswick shall recommend (subject to compliance with its legal obligations as advised by counsel and provided that Metropolitan and subject to receipt of the investment banking letter referred to in Section 9.13 of this Agree- ment) to its Subsidiaries have cooperated as required abovestockholders the approval of this Agreement, Sky agrees to file the Proxy Statement Plan of Thrift Conversion, the Amended Brunswick Articles and the Registration Statement Plan of Merger, and (together, the "Proxy Statement/Prospectus"iii) with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to Brunswick shall use all reasonable its best efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act obtain such stockholders' approval. As soon as promptly as reasonably practicable after filing thereof. Sky also agrees the Stockholders' Meeting, Brunswick shall deliver to use all reasonable efforts to obtain, prior to the effective date C&S a certificate of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out Secretary of Brunswick containing the transactions names of the stockholders of Brunswick that have either: (x) not voted for the Merger contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. ; or (by) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied given written notice at or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date Stockholders' Meeting that they dissent from the Merger ("Certificate of any information furnished Objections"). The Certificate of Objections shall include the number of shares of Brunswick Common Stock held by it that would cause any each such stockholder and the mailing address of the statements 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 Statementeach such stockholder. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky Meadowbrook agrees to prepare pursuant to all an S-4 or other applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky Meadowbrook with the SEC in connection with the issuance of Sky Common Shares ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock in the Merger (including the proxy statement and prospectus Proxy Statement and other proxy solicitation materials of Metropolitan ProCentury and Meadowbrook constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan ProCentury shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and ProCentury, and its legal, financial and accounting advisors, shall have the right to review and approve (which approval shall not be unreasonably withheld or delayed) the S-4 prior to its filing. ProCentury agrees to cooperate, cooperate with Meadowbrook and to cause its Subsidiaries to cooperate, with Sky, its Merger Sub and Meadowbrook’s and Merger Sub’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement S-4 and the Proxy Statement; and provided . Provided that Metropolitan and its Subsidiaries have ProCentury has cooperated as required described above, Sky Meadowbrook agrees to file the Proxy Statement and the Registration Statement (togetherfile, or cause to be filed, the "Proxy Statement/Prospectus") S-4 with the SEC as promptly as reasonably practicable. Each of Metropolitan ProCentury, Meadowbrook and Sky Merger Sub agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus S-4 to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky Meadowbrook also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law Law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees After the S-4 is declared effective under the Securities Act, ProCentury and Meadowbrook shall promptly mail the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingtheir respective shareholders. (b) Each of Metropolitan ProCentury and Sky agrees, as to itself and its Subsidiaries, Meadowbrook agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willS-4 shall, at the time the Registration Statement S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan shareholders and at the time of the Metropolitan ProCentury Shareholder Meeting and the Meadowbrook Shareholder Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan ProCentury and Sky Meadowbrook further agrees that if it such Party shall become aware prior to the Effective Date Time of any information furnished by it such Party that would cause any of the statements in the S-4 or 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 Parties thereof and to take the necessary steps to correct the S-4 or the Proxy Statement. (c) Sky Meadowbrook agrees to advise MetropolitanProCentury, promptly after Sky Meadowbrook receives notice thereof, of the time when the Registration Statement S-4 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 Sky Shares Meadowbrook Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Meadowbrook is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement S-4 or for additional information.

Registration Statement. (a) Sky agrees Promptly following the Closing Date (and in any event, within four (4) Business Days after the Closing Date), Buyer shall file with the SEC, and use commercially reasonable efforts to prepare pursuant cause to all applicable lawsbe declared effective as soon as reasonably practicable after such filing (the “RS Effective Time”), rules and regulations a resale registration statement on Form S-4 S-1 (including any amendments or supplements, the "“Registration Statement"”) to be filed by Sky with and the SEC in connection with the issuance of Sky Common Shares in the Merger prospectus (including any amendments or supplements, the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a “Prospectus”) forming part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") in compliance with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective Rule 415 under the Securities Act covering the resale on a continuous basis of all of the Buyer Shares. Buyer shall use commercially reasonable efforts to (i) cause the Registration Statement, when filed, to comply in all material respects with all legal requirements applicable thereto and (ii) respond as promptly as reasonably practicable after filing thereof. Sky also agrees to use and resolve all reasonable efforts to obtain, prior to comments received from the effective date of SEC or its staff concerning the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each Buyer shall promptly notify the Sellers’ Representative upon the receipt of Metropolitan any comments from the SEC or any request from the SEC for amendments or supplements to the Registration Statement, and Sky agreesshall, as promptly as practicable after receipt thereof, provide the Sellers’ Representative with copies of all material correspondence relating to itself Registration Statement between it, on the one hand, and its Subsidiariesthe SEC, that none of on the information supplied or other hand, and all written comments with respect to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at received from the time SEC or its staff and advise the Sellers’ Representative of any oral comments with respect to the Registration Statement and each received from the SEC or its staff. If at any time prior to the RS Effective Time any information relating to Buyer or the Company, or any of their respective officers or directors, is discovered by Buyer or Sellers’ Representative that should be set forth in an amendment or supplement thereto, if any, becomes effective under to the Securities Act, contain any untrue statement Registration Statement so that the Registration Statement would not include a misstatement 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect not misleading, the Party that discovers such information shall promptly notify the other Party and Buyer shall use its reasonable best efforts to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any cause an appropriate amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any describing such information furnished by it that would cause any of the statements in the Proxy Statement to be false or misleading promptly filed 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 StatementSEC. (c) Sky agrees Buyer shall use its reasonable best efforts to advise Metropolitan, promptly after Sky receives notice thereof, of maintain 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 Sky Shares 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 continuous effectiveness of the Registration Statement, and any qualification, exemption or compliance under state securities laws which the Buyer determines to obtain, until the earlier of the date that all of the Buyer Shares (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for Buyer to be in compliance with the current public information requirement under Rule 144. The period of time during which the Buyer is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period.” (d) During the Registration Period, Buyer will timely file all reports required to be filed with the SEC, and Buyer will not terminate its status as an issuer required to file reports under the Exchange Act except in connection with a sale of the equity interests of Buyer or for additional informationsimilar transaction in which holders of Buyer Shares receive cash consideration and/or securities of another issuer required to file reports under the Exchange Act.

Registration Statement. (a) Sky agrees As promptly as reasonably practicable after the date hereof (which, for the avoidance of doubt, shall be no earlier than the availability of the Delivered Financial Statements), Pace, Newco and the Company shall jointly prepare and mutually agree upon (such agreement not to prepare pursuant to all applicable lawsbe unreasonably withheld, rules conditioned or delayed by the Company, Pace or Newco), and regulations Newco shall file with the SEC, a registration statement on Form S-4 (relating to the "Registration Statement") to be filed by Sky with the SEC Transactions and in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective registration under the Securities Act of the shares of Surviving Corporation Class A Common Stock to be issued or issuable in the Mergers to Pace, the shareholders of Pace as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, of immediately prior to the effective date Effective Time, the Blocker Holders and the Company Holders pursuant to this Agreement (as amended from time to time, the “Registration Statement / Proxy Statement”) (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus that will be included therein as a prospectus with respect to Pace and that will be used as a proxy statement with respect to the Pace Shareholders’ Meeting to adopt and approve the Pace Proposals (as defined below) and other matters reasonably related to the Pace Proposals, all in accordance with and as required by the Pace Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the Designated Exchange). Each of Pace, Newco and the Company shall use its reasonable best efforts to: (i) cause the Registration StatementStatement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Company, and without limitation, by using its reasonable best efforts to deliver true and complete copies of the audited or reviewed consolidated balance sheet of the Company and the Company Subsidiaries as required thereunder, and the related audited and unaudited consolidated statements of operations, cash flows and changes in equityholders’ equity of the Company and the Company Subsidiaries for the applicable periods, each prepared in accordance with GAAP and, with respect to any audited financials, audited in accordance with the auditing standards of the PCAOB and the associated audit reports and consents of the Company’s independent registered public accounting firm and with respect to Pace, and without limitation, by using its reasonable best efforts to obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated Transactions, if any); (ii) promptly notify the other of, cooperate with each other with respect to, mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by this Agreement. Metropolitan agrees the Company, Pace, or Newco) any response and respond promptly to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none any comments of the information supplied SEC or its staff; (iii) cooperate and mutually agree upon (such agreement not to be supplied unreasonably withheld, conditioned or delayed by it for inclusion the Company, Pace or incorporation by reference in (iNewco) any amendment or supplement to the Registration Statement will, at the time / Proxy Statement; (iv) have the Registration Statement and each amendment or supplement thereto, if any, becomes / Proxy Statement declared effective under the Securities Act, contain if applicable, as promptly as reasonably practicable after it is filed with the SEC; and (v) keep the Registration Statement / Proxy Statement effective, if applicable, through the Closing in order to permit the consummation of the Transactions. Each of Pace, Newco and the Company shall promptly furnish the other parties with all information concerning such party, its subsidiaries, Representatives and shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 9.01; provided, however, that neither Pace, Newco nor the Company shall use any such information for any purposes other than those contemplated by this Agreement unless: (A) such party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or (B) to the extent that use of such information is required to avoid violation of applicable Law. Pace will cause the Registration Statement / Proxy Statement to be mailed to the shareholders of Pace promptly after the Registration Statement is declared effective under the Securities Act. (b) Newco shall promptly advise the Company and Pace of the time of effectiveness of the Registration Statement / Proxy Statement or if any supplement or amendment has been filed, if any, the issuance of any stop order relating thereto or the suspension of the qualification of the Surviving Corporation Class A Common Stock for offering or sale in any jurisdiction, and each of Pace, Newco and the Company shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. The Company, Pace and their counsel shall be given a reasonable opportunity to review and comment on the Registration Statement / Proxy Statement each time before any such document is filed with the SEC, and Newco shall give reasonable and good faith consideration to any comments made by the Company, Pace and their counsel. Newco shall provide the Company, Pace and their counsel with (i) any comments or other communications, whether written or oral, that Newco or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement / Proxy Statement promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Newco 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, Pace or their counsel in any discussions or meetings with the SEC. (c) Pace represents that the information supplied by Pace, or on behalf of Pace for inclusion in the Registration Statement / Proxy Statement shall not include 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, in the light of the circumstances under which they were made, not misleading, and at (i) the time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Pace, (ii) the time of the Pace Shareholders’ Meeting and (iii) the Closing. If, at any time prior to the Closing, any event or circumstance relating to Pace or its officers or directors, should be discovered by Pace which should be set forth in an amendment or a supplement to the Registration Statement / Proxy Statement Statement, Pace shall promptly inform the Company and any an appropriate amendment or supplement thereto willdescribing such information shall be promptly filed with the SEC and, at the date of mailing to the Metropolitan extent required by Law, disseminated to the shareholders of Pace. All documents that Pace is responsible for filing with the SEC in connection with the Transactions shall comply as to form and at substance in all material respects with the time applicable requirements of the Metropolitan Meeting, as Securities Act and the case may be, contain Exchange Act. (d) The Company and Newco represents that the information supplied by the Company or Newco for inclusion in the Registration Statement / Proxy Statement shall not include 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 any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material factnot misleading, or that will omit to state any material fact necessary in order to make at (i) the statements therein not false or misleading or necessary to correct any statement in any earlier statement in time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Pace, (ii) the time of the Pace Shareholders’ Meeting and (iii) the Closing. Each of Metropolitan and Sky further agrees that if it shall become aware If, at any time prior to the Effective Date of Closing, any information furnished event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by it the Company that would cause any of the statements should be set forth in the Proxy Statement an amendment or a supplement 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) Sky agrees to advise Metropolitan, promptly after Sky receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed/ Proxy Statement, of the issuance of any stop order or the suspension of the qualification of Sky Shares for offering or sale in any jurisdictionCompany, of the initiation or threat of any proceeding for any such purposeas applicable, or of any request by the SEC for the shall promptly inform Pace and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the shareholders of Pace. After the Closing, all documents that the Company is responsible for filing with the SEC in connection with the Transactions shall comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. If, in connection with the preparation and filing of the Registration Statement / Proxy Statement, the SEC requests or requires that a tax opinion be prepared and submitted in connection with such Registration Statement, (x) Weil, Gotshal and ▇▇▇▇▇▇ LLP shall furnish such opinion, subject to customary assumptions and limitations, as requested or required by the SEC with respect to the Domestication Merger, (y) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall furnish such opinion, subject to customary assumptions and limitations, as requested or required by the SEC with respect to the tax consequences of the sale of equity of the Company by Company Holders, and (z) the Parties agree to reasonably cooperate with each other and their respective counsel to document and provide factual support for additional informationany such opinions, including by reasonably cooperating to provide customary factual support letters.

Registration Statement. (aA) Sky agrees Each shall use its best efforts in good faith and in cooperation with the other parties to promptly prepare pursuant to all applicable lawsand file with the SEC in accordance with the requirements of the Securities Act, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky the JBI Common Shares in Stock contemplated by this Plan. Each shall use its best efforts to promptly prepare and, if required, file with the Merger (including SEC, a proxy or information statement to be mailed to the proxy statement and prospectus and other proxy solicitation materials holders of Metropolitan constituting RBC Common Stock. RBC shall call a part thereof (meeting of the "Proxy Statement") and all related documents). Metropolitan agrees holders of RBC Common Stock to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation be held as soon as practicable after the effective date of the Registration Statement for purposes of voting upon a proposal seeking approval of this Plan and the Proxy Statement; and provided Merger contemplated hereby, and, subject to the right of the Board of Directors of RBC to withdraw or modify its recommendations if such Board of Directors determines that Metropolitan and it is required to do so in the exercise of its Subsidiaries have cooperated as required abovefiduciary duties after consultation with counsel, Sky agrees to file the Proxy Statement it shall recommend approval of this Plan and the Registration Statement transactions contemplated hereby, and use its best efforts to obtain such approvals from the holders of RBC Common Stock. RBC shall, at JBI's request, recess or adjourn its shareholders' meeting if such recess or adjournment is deemed by JBI to be necessary or desirable. (together, B) In the "Proxy Statement/Prospectus"case of JBI only: (i) with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to it shall use all reasonable its best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly soon as reasonably practicable after the filing thereof. Sky also agrees to ; (ii) it shall use all reasonable its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law laws or "Blue Skyblue sky" permits and approvals approvals, provided that JBI shall not be required by virtue thereof to carry out submit to general jurisdiction in any state; (iii) when the transactions contemplated by this Agreement. Metropolitan agrees Registration Statement or any post-effective amendment or supplement thereto shall become effective, and at all times subsequent to furnish such effectiveness, up to Sky and including the date of the meetings, such Registration Statement and all amendments or supplements thereto, with respect to all information concerning Metropolitanset forth therein furnished by RBC or Regent relating to RBC, Regent or their subsidiaries and by JBI relating to JBI and its Subsidiaries, officers, directors and shareholders subsidiaries (a) will comply as may be reasonably requested to form in connection all material respects with the foregoing. provisions of the Securities Act and any other applicable statutory or regulatory requirements, and (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements contained therein not misleading; provided however, and (ii) the Proxy Statement and in no event shall any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, contain party hereto be liable for any untrue statement of a material fact or omit omission to state any a material fact required to be stated therein or necessary to make the statements therein not misleading or any statement that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filedmade in reliance upon and in conformity with, of the issuance of any stop order or the suspension of the qualification of Sky Shares written information concerning another party furnished by such other party specifically for offering or sale use 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 informationStatement.

Registration Statement. (a) Sky agrees to As soon as reasonably practicable following the Execution Date, Buyer shall prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "“Registration Statement"”) to be filed by Sky Buyer with the SEC in connection with the issuance of Sky the shares of Buyer Common Shares in Stock to the Merger Target shareholders pursuant to Section 1.06(c) (including the proxy statement Proxy Statement for the Target Meeting and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof thereof. Buyer shall provide Target, and its legal, financial and accounting advisors, the right to review and provide comments upon (i) the "Proxy Statement"Registration Statement in advance of such Registration Statement being filed with the SEC and (ii) on all amendments and supplements to the Registration Statement and all related documents)responses to requests for additional information and replies to comments relating to the Registration Statement before filing or submission to the SEC. Metropolitan Buyer shall consider in good faith all comments from Target and its legal, financial and accounting advisors to the Registration Statement, all amendments and supplements thereto and all responses to requests for additional information; provided that Target and such advisors review and provide comments in a reasonably prompt manner. Target agrees to cooperate, cooperate with Buyer and to cause its Subsidiaries to cooperate, with Sky, its Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor and in preparation of taking such other reasonable actions in connection with the Registration Statement and the Proxy Statement; . Provided that Target has cooperated and promptly provided that Metropolitan and its Subsidiaries have cooperated as information required above, Sky agrees to file the Proxy Statement and of it (or reasonably requested by Buyer) for inclusion in the Registration Statement (togetherand Proxy Statement as required by this Section 6.04(a) and Section 5.02 Buyer will file, or will cause to be filed, the "Proxy Statement/Prospectus") Registration Statement with the SEC as promptly as reasonably practicableon or before September 22, 2017. Each of Metropolitan and Sky agrees to Buyer shall use all its commercially reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as reasonably practicable after the filing thereof. Sky Buyer also agrees to use all its commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law Law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, Buyer agrees that none of the information supplied or to be supplied by it Buyer for inclusion or incorporation by reference in (i) the Registration Statement willStatement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities ActAct and (ii) any other filings made under applicable federal or Texas banking or securities Laws, shall 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, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan and Sky Buyer further agrees that if it shall become aware prior to before the Effective Date effectiveness of the Registration Statement of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 Target thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky . Buyer agrees to advise MetropolitanTarget, promptly after Sky Buyer 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 Sky Shares shares of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Buyer is aware thereof, 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. Buyer agrees to promptly provide to Target copies of all correspondence between Buyer or any of its representatives, on the one hand, and the SEC, on the other hand.

Registration Statement. (a) Sky Holding Company and Buyer shall prepare, and Seller agrees to prepare pursuant to all applicable laws, rules cooperate with Holding Company and regulations Buyer in the preparation of a registration statement on Form S-4 and the Seller agrees to provide all information regarding the Seller necessary for the preparation of a registration statement on Form S-1 (together, the "“Registration Statement"”) to be filed by Sky the Holding Company with the SEC for purposes of registering the issuance of the Holding Company Common Stock in exchange for Seller Common Stock in connection with the Merger and registering the issuance of Holding Company Common Stock in connection with the Conversion (including the prospectus for the issuance of such Holding Company Common Stock in the Merger and the proxy statement and other proxy solicitation materials of Seller relating to the Merger and the Holding Company prospectus relating to the Conversion (the “Proxy Statement/Prospectus”) and all related documents). Seller agrees to cooperate with the Holding Company and Buyer and their counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Seller’s investment banker and independent auditor in connection with the Registration Statement and the Proxy Statement/Prospectus. As promptly as reasonably practicable after the date hereof the Holding Company shall file the Registration Statement with the SEC in connection with the issuance of Sky the Holding Company Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; Conversion. The Holding Company and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees Buyer agree to use all their reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky The Holding Company also agrees to use all reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" “blue sky” permits and approvals required to carry out the transactions contemplated by this AgreementAgreement and the Conversion. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) After the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingSeller, and (ii) at its expense, shall mail the Proxy Statement Statement/Prospectus to its shareholders as promptly as reasonably practicable. (b) The Seller, Holding Company and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky Buyer each further agrees agree that if it any of them shall become aware prior to the Effective Date Time of any information furnished by it that would cause any of the statements in the Registration Statement and/or the Proxy Statement Statement/Prospectus previously provided 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 each shall promptly inform the other party thereof and shall take such steps as are reasonably necessary to take amend or supplement the necessary steps to correct Registration Statement and/or the Proxy Statement/Prospectus. (c) Sky agrees to The Holding Company will advise MetropolitanSeller, promptly after Sky the Holding Company 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 Sky Shares the Holding Company Common Stock for offering or sale in any jurisdiction, of or the initiation or threat of any proceeding for any such purpose, or . (d) The Holding Company shall notify the Seller promptly of the receipt of any request comments of the SEC with respect to the Proxy Statement/Prospectus and of any requests by the SEC for the any amendment or supplement of the Registration Statement thereto or for additional informationinformation and shall provide to the Seller copies of all material correspondence between the Holding Company or any representative of the Holding Company and the SEC. The Holding Company shall give the Seller and its counsel the opportunity to review and comment upon the Proxy Statement/Prospectus prior to its being filed with the SEC and shall give the Seller and its counsel the opportunity to review and comment upon all amendments and supplements to the Proxy Statement/Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. The Proxy Statement/Prospectus and all amendments and supplements thereto shall be in a form reasonably satisfactory to the Seller and its counsel. Each of the Holding Company and the Seller agrees to use its reasonable best efforts, after consultation with the other party hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement/Prospectus and all required amendments and supplements thereto to be mailed to the holders of Seller Common Stock entitled to vote at the Seller Shareholders Meeting referred to in Section 6.1(a) at the earliest practicable time.

Registration Statement. (a) Sky FSB agrees to prepare pursuant to all applicable laws, rules and regulations cooperate in the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky BPFH with the SEC in connection with the issuance of Sky Common Shares BPFH Stock in the Merger (including the prospectus for the issuance of such BPFH Stock and the proxy statement and prospectus and other proxy solicitation materials of Metropolitan FSB constituting a part thereof (the "Proxy Statement/Prospectus") and all related documents). Metropolitan FSB agrees to cooperate, cooperate with BPFH and to cause its Subsidiaries to cooperate, with Sky, its BPFH's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and /Prospectus. After the Registration Statement (togetheris declared effective under the Securities Act, the "Proxy Statement/Prospectus") with the SEC as FSB, at its expense, shall promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause mail the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingshareholders. (b) Each FSB agrees, upon request, to furnish to BPFH all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of Metropolitan and Sky such other party or any of its Subsidiaries to any regulatory authority in connection with the transactions contemplated hereby. FSB agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it in writing for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Shareholders Meeting, as the case may be, 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 thattherein, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan and Sky FSB further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Proxy Statement Statement/Prospectus previously provided by FSB in writing 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 it shall promptly inform the other party thereof and shall take such steps as are reasonably necessary to take the necessary steps to correct amend or supplement the Proxy Statement/Prospectus. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky BVCC agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 or other applicable form (the "Registration Statement") to be filed by Sky BVCC with the SEC in connection with the issuance of Sky BVCC Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan GLB and BVCC constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan GLB shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and GLB, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. GLB agrees to cooperate, cooperate with BVCC and to cause its Subsidiaries to cooperate, with Sky, its BVCC's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided . Provided that Metropolitan and its Subsidiaries have GLB has cooperated as required described above, Sky BVCC agrees to file file, or cause to be filed, the Registration Statement and the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan GLB and Sky BVCC agrees to use all its commercially reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky BVCC also agrees to use all its commercially reasonable efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions Transaction contemplated by this Agreement. Metropolitan agrees After the Registration Statement is declared effective under the Securities Act, GLB and BVCC shall each promptly mail at its expense the Proxy Statement to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoingstockholders. (b) Each of Metropolitan GLB and Sky agrees, as to itself and its Subsidiaries, BVCC agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, . Each of GLB and (ii) BVCC agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto willshall, at the date of mailing to the Metropolitan shareholders GLB's stockholders and at the time of the Metropolitan GLB Meeting and at the date of mailing to BVCC's stockholders and at the time of the BVCC Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan GLB and Sky BVCC further agrees that if it such party shall become aware prior to the Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. (c) Sky BVCC agrees to advise MetropolitanGLB, promptly after Sky BVCC 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 Sky Shares BVCC Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent BVCC is aware thereof, 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. (a) Sky FCBI agrees to prepare pursuant to all applicable laws, rules and regulations file with the SEC a registration statement Registration Statement on Form S-4 or other applicable form (the "“Registration Statement"”) to be filed by Sky FCBI with the SEC in connection with the issuance of Sky FCBI Common Shares Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan PBV and FCBI constituting a part thereof (the "“Proxy Statement"/Prospectus”) and all related documents). Metropolitan PBV shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for such documents, and PBV, and its legal, financial and accounting advisors, shall have the right to review, comment upon and consult with FCBI and its counsel prior to the filing of such Registration Statement, and all supplements and amendments thereto, prior to its or their filing. PBV agrees to cooperate, cooperate with FCBI and to cause its Subsidiaries to cooperate, with Sky, its FCBI’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its accountants, financial advisor and independent auditor in preparation of connection with the Registration Statement and the Proxy Statement; and provided /Prospectus. Provided that Metropolitan and its Subsidiaries have PBV has cooperated as required described above, Sky FCBI agrees to file file, or cause to be filed, the Proxy Registration Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") Prospectus with the SEC as promptly as reasonably practicable. Each of Metropolitan PBV and Sky FCBI agrees to use all its reasonable best efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. Sky FCBI also agrees to use all its reasonable best efforts to obtain, prior to the effective date of the Registration Statement, obtain all necessary state securities law or "“Blue Sky" ” permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan PBV and Sky agrees, as to itself and its Subsidiaries, FCBI agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willshall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and (ii) the Proxy Statement Statement/Prospectus and any amendment or supplement thereto willshall, at the date date(s) of mailing to the Metropolitan PBV’s shareholders and at the time of the Metropolitan PBV Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement theretomisleading. Each of Metropolitan PBV and Sky FCBI further agrees that if it such party shall become aware prior to the Effective Date of any information furnished by it such party that would cause any of the statements in the Registration Statement or the Proxy Statement Statement/Prospectus, as applicable, 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 parties thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus, as applicable. (c) Sky FCBI agrees to advise MetropolitanPBV, promptly after Sky FCBI 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 Sky Shares FCBI Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent FCBI is aware thereof, 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 any request by the SEC or FRB for additional information. (d) After the Registration Statement is declared effective under the Securities Act, PBV shall promptly mail the Proxy Statement/Prospectus to its shareholders. The expense of printing and mailing such materials shall be shared equally by PBV and FCBI.

Registration Statement. (a) Sky First Citizens agrees to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") to be filed by Sky First Citizens with the SEC in connection with the issuance of Sky First Citizens Common Shares in the Parent Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan ICBC and of First Citizens constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan ICBC agrees to cooperate, and to cause its Subsidiaries to cooperate, with SkyFirst Citizens, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan ICBC and its Subsidiaries have cooperated as required above, Sky First Citizens agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy StatementProxy/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan ICBC and Sky First Citizens agrees to use all reasonable efforts to cause the Proxy StatementProxy/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky First Citizens also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan ICBC agrees to furnish to Sky First Citizens all information concerning MetropolitanICBC, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Metropolitan ICBC and Sky First Citizens agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan First Citizens Meeting and the ICBC Meeting, as the case may be, 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 thatwhich, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that which will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan ICBC and Sky First Citizens further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky First Citizens agrees to advise MetropolitanICBC, promptly after Sky First Citizens 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 Sky First Citizens Common Shares 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. (a) Sky agrees to As promptly as practicable after the date of this Agreement, Parent and the Company will prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (the "Registration Statement") cause to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Joint Proxy Statement/Prospectus") Prospectus and Parent will prepare and cause to be filed with the SEC the Form S-4 Registration Statement, in which the Joint Proxy Statement/Prospectus will be included as promptly as reasonably practicablea prospectus. Each of Metropolitan Parent and Sky agrees to the Company will use all reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement/Prospectus to be comply with the rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to have the Form S-4 Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after filing thereofit is filed with the SEC. Sky also agrees to Parent will use all reasonable efforts to obtaincause the Joint Proxy Statement/Prospectus to be mailed to Parent's stockholders, prior and the Company will use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders, as promptly as practicable after the Form S-4 Registration Statement is declared effective date under the Securities Act. Each of the Registration Statement, all necessary state securities law or "Blue Sky" permits Company and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to Parent will promptly furnish to Sky the other party all information concerning Metropolitan, such party and its Subsidiaries, officers, directors and shareholders as stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.1. If the foregoing. (b) Each Company or Parent becomes aware of Metropolitan and Sky agrees, as to itself and its Subsidiariesany information, that none of the information supplied or to should be supplied by it for inclusion or incorporation by reference disclosed in (i) the Registration Statement will, at the time the Registration Statement and each an amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan Meeting, as the case may be, 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 that, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Form S-4 Registration Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements in the Joint Proxy Statement to be false or misleading with respect to any material factStatement/Prospectus, or to omit to state any material fact necessary to make the statements therein not false or misleading, to then such party will promptly inform the other party thereof and to take the necessary steps to correct the Proxy Statement. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares for offering or sale will cooperate with such other party in any jurisdiction, of the initiation or threat of any proceeding for any filing such purpose, or of any request by the SEC for the amendment or supplement with the SEC and, if appropriate, in mailing such amendment or supplement to the stockholders of the Registration Statement or for additional informationCompany and Parent.

Registration Statement. It is intended that the CVCY Common Stock to be issued pursuant to this Agreement will be registered under the Securities Act on Form S‑4 with the SEC (the “Registration Statement”). CVCY and VCBank shall use their commercially reasonable efforts to file, within 60 days of the date of this Agreement, subject to applicable Law and CVCY’s eligibility to make such a filing, for purposes of registering under the Securities Act the offering and issuance of the shares of CVCY Common Stock to be issued in the Merger, in which case: (a) Sky agrees VCBank shall promptly advise CVCY, and CVCY shall promptly advise VCBank, in writing if at any time it shall have obtained knowledge of any facts that might make it necessary or appropriate to prepare pursuant to all applicable laws, rules and regulations a registration statement on Form S-4 (amend or supplement the "Registration Statement") Statement or the Proxy Statements and/or prospectus to be filed sent to Shareholders in connection with VCBank Shareholders Meeting, in order to make the statements contained or incorporated by Sky reference therein not misleading or to comply with applicable Law, and VCBank and CVCY shall cooperate in filing with the SEC in connection or its staff or any other government officials, and/or delivering to the holders of VCBank capital stock, any such amendment or supplement; (b) VCBank and CVCY shall prepare, and CVCY shall file with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Proxy Statement") and all related documents). Metropolitan agrees to cooperateSEC, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement and Statement, which shall include the Proxy Statement; , and provided that Metropolitan and CVCY shall use its Subsidiaries have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all commercially reasonable efforts to cause the Proxy Statement/Prospectus Registration Statement to be declared become effective under the Securities Act as promptly as reasonably practicable after filing thereof. Sky also agrees to use all reasonable efforts to obtain, prior thereafter; (c) each party hereto shall notify the other promptly of the receipt of any comments from the SEC or its staff and or any request by the SEC or its staff or any other government officials for amendments or supplements to the effective date Registration Statement or the Proxy Statement or any other filing or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement or the Proxy Statement or other filing; (d) the Registration Statement, all necessary state securities law or "Blue Sky" permits the Proxy Statement and approvals required any other materials submitted to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested Shareholders in connection with the foregoing.VCBank Shareholders’ Meeting will comply in all materials respects with applicable Law; (be) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it VCBank for inclusion or incorporation by reference in the Registration Statement shall not, at (i) the Registration Statement will, at the time the Registration Statement is filed, amended, supplemented or declared effective and each amendment (ii) the Effective Time or supplement thereto, if any, becomes effective under the Securities Actdate of VCBank Shareholders 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; (f) the information supplied by the CVCY for inclusion in the Registration Statement shall not, at (i) the time the Registration Statement is filed, amended, supplemented or declared effective and (ii) the Proxy Statement and any amendment Effective Time or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan VCBank Shareholders Meeting, as the case may be, 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 that, misleading; and (g) if the SEC requires a tax opinion in connection with the light filing of the circumstances under which Registration Statement, (i) CVCY shall use its commercially reasonable efforts to cause its counsel to provide such statement is madeopinion addressed to CVCY and (ii) VCBank shall use its commercially reasonable efforts to cause its counsel to provide such opinion addressed to VCBank; provided, will be false or misleading with respect to any material fact, or that will omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Metropolitan and Sky further agrees that if it shall become aware prior to the Effective Date of any information furnished by it that would cause any of the statements 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) Sky agrees to advise Metropolitan, promptly after Sky 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 such opinions shall be conditioned upon the suspension receipt by such counsels of the qualification customary representation letters from each of Sky Shares for offering or sale VCBank, Central Valley Community Bank and CVCY in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request a form reasonably agreed to by the SEC for parties, and the amendment or supplement parties shall otherwise reasonably cooperate with each other in the issuance of the Registration Statement or for additional informationsuch legal opinions.

Registration Statement. (a) Sky agrees to Community and Parent shall prepare pursuant to all applicable lawsand file with the SEC the Prospectus/Joint Proxy Statement (as defined below), rules and regulations a registration statement Parent shall prepare and file with the SEC the Registration Statement on Form S-4 (the "Registration Statement") to be filed by Sky with the SEC by Parent in connection with the issuance of Sky shares of Parent Common Shares Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Metropolitan (the “Prospectus/Joint Proxy Statement”) constituting a part thereof (thereof, the "“Registration Statement”), as promptly as practicable after the date hereof. Each of Parent and Community shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Prospectus/Joint Proxy Statement") and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of the Registration Statement or any other statement, filing, notice or application made in connection therewith. (b) Parent and the Proxy Statement; and provided that Metropolitan and Community each shall use its Subsidiaries reasonable best efforts to have cooperated as required above, Sky agrees to file the Proxy Statement and the Registration Statement (together, the "Proxy Statement/Prospectus") with the SEC as promptly as reasonably practicable. Each of Metropolitan and Sky agrees to use all reasonable efforts to cause the Proxy Statement/Prospectus to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereofsuch filing, and promptly thereafter Community and Parent shall mail the Prospectus/Proxy Statement to the holders of Community Common Stock and Parent Common Stock as applicable. Sky also agrees Parent shall reasonably promptly provide Community with copies of any written comments and advise Community of any oral comments with respect to use all the Registration Statement received from the SEC. Each Party shall cooperate and provide the other with a reasonable efforts opportunity to obtain, review and comment on any amendment or supplement to the Registration Statement prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky all information concerning Metropolitan, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection filing such with the foregoingSEC. (bc) Each of Metropolitan Community and Sky Parent each agrees, as to for itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement willwill not, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, in each case with respect to the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Registration Statement, and (ii) the Prospectus/Joint Proxy Statement and any amendment or supplement thereto willwill not, at the date of mailing to the Metropolitan Community and Parent shareholders and at the time of the Metropolitan Meeting, as Community Shareholder Meeting and Parent Shareholder Meeting to be held in connection with the case may beMerger, 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 any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading not misleading, in each case with respect to any material fact, the information supplied or that will omit to state any material fact necessary in order to make the statements therein not false be supplied by it or misleading its Subsidiaries for inclusion or necessary to correct any statement in any earlier statement incorporation by reference in the Prospectus/Joint Proxy Statement. Community and Parent will cause the Registration Statement or any amendment or supplement theretoto comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Each of Metropolitan Community and Sky further Parent agrees that if it such Party shall become aware prior to the Effective Date Time of any information furnished by it such Party that would cause any of the statements in the Prospectus/Joint Proxy Statement to be false or misleading with respect to any material fact, or to omit that would result in an omission to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party Party thereof and to take the necessary steps to correct the Prospectus/Joint Proxy Statement. (c) Sky agrees to advise Metropolitan, promptly after Sky 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 Sky Shares 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. (a) Sky agrees As promptly as reasonably practicable after the date hereof (which, for the avoidance of doubt, shall be no earlier than the availability of the Delivered Financial Statements), Good Works, the Company and Company Topco shall prepare and mutually agree upon (such agreement not to prepare pursuant to all applicable lawsbe unreasonably withheld, rules conditioned or delayed by the Company), and regulations Company Topco shall file with the SEC, a registration statement on Form S-4 relating to the Transactions (as amended from time to time, the "“Registration Statement") to be filed by Sky with the SEC in connection with the issuance of Sky Common Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Metropolitan constituting a part thereof (the "Statement / Proxy Statement"”) and all related documents). Metropolitan agrees to cooperate, and to cause its Subsidiaries to cooperate, with Sky, its counsel and its accountants, in preparation of (it being understood that the Registration Statement / Proxy Statement shall include a proxy statement / prospectus that will be included therein as a prospectus with respect to the Company and that will be used as a proxy statement with respect to the Good Works Shareholders’ Meeting to adopt and approve the Good Works Proposals (as defined below) and other matters reasonably related to the Good Works Proposals, all in accordance with and as required by the Good Works Organizational Documents, any related agreements with Sponsor and its Affiliates, applicable Law, and any applicable rules and regulations of the SEC and the Proxy Statement; and provided that Metropolitan and its Subsidiaries have cooperated as required above, Sky agrees to file the Nasdaq Stock Market). The Registration Statement / Proxy Statement shall be in form and substance reasonably acceptable to the Company (which shall not be unreasonably withheld, conditioned or delayed). Each of Good Works, the Company and Company Topco shall use its reasonable best efforts to: (i) cause the Registration Statement (together, the "/ Proxy Statement/Prospectus") Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC as promptly as reasonably practicable. Each of Metropolitan (including, with respect to the Company, and Sky agrees to use all without limitation, by using its reasonable best efforts to cause deliver true and complete copies of the audited or reviewed consolidated balance sheet of the Company and the Company Subsidiaries as required thereunder, and the related audited and unaudited consolidated statements of operations, cash flows and changes in equityholders’ equity of the Company and the Company Subsidiaries for the applicable periods, each prepared in accordance with GAAP and, with respect to any audited financials, audited in accordance with the auditing standards of the PCAOB and the associated audit reports and consents of the Company’s independent registered public accounting firm); (ii) promptly notify the other of, cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (iii) have the Registration Statement / Proxy Statement/Prospectus to be Statement declared effective under the Securities Act Act, if applicable, as promptly as reasonably practicable after filing thereof. Sky also agrees it is filed with the SEC; and (iv) keep the Registration Statement / Proxy Statement effective, if applicable, through the Closing in order to use all reasonable efforts to obtain, prior to permit the effective date consummation of the Registration StatementTransactions. Each of Good Works, all necessary state securities law or "Blue Sky" permits the Company and approvals required to carry out Company Topco shall promptly furnish the transactions contemplated by this Agreement. Metropolitan agrees to furnish to Sky other all information concerning Metropolitansuch party, its Subsidiaries, officers, directors Representatives and shareholders as that may be required or reasonably requested in connection with any action contemplated by this Section 8.01; provided, however, that none of Good Works, the foregoingCompany and Company Topco shall use any such information for any purposes other than those contemplated by this Agreement unless: (A) such party obtains the prior written consent of the other to such use (which consent shall not be unreasonably withheld, conditioned or delayed); or (B) to the extent that use of such information is required to avoid violation of applicable Law. Company Topco shall promptly advise Good Works of the time of effectiveness of the Registration Statement / Proxy Statement, if any, the issuance of any stop order relating thereto or the suspension of the qualification of Class A Common Stock or Class B Common Stock for offering or sale in any jurisdiction, and each of Good Works, the Company and Company Topco shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. (b) Each of Metropolitan and Sky agrees, as to itself and its Subsidiaries, Good Works represents that none of the information supplied by Good Works or to be supplied by it on behalf of Good Works for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration / Proxy Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain shall not include 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, in the light of the circumstances under which they were made, not misleading, and at (i) the time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Good Works, (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to the Metropolitan shareholders and at the time of the Metropolitan MeetingGood Works Shareholders’ Meeting and (iii) the Closing. If, at any time prior to the Closing, any event or circumstance relating to Good Works or its officers or directors, should be discovered by Good Works which should be set forth in an amendment or a supplement to the Registration Statement / Proxy Statement, Good Works shall promptly inform the Company. All documents that Good Works is responsible for filing with the SEC in connection with the Transactions shall comply as to form and substance in all material respects with the case may beapplicable requirements of the Securities Act and the Exchange Act. (c) The Company represents that the information supplied by or on behalf of the Company, contain Company Topco, the Company Merger Sub and DRE LLC for inclusion in the Registration Statement / Proxy Statement shall not include 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 any statement thattherein, in the light of the circumstances under which such statement is they were made, will be false or misleading with respect to any material factnot misleading, or that will omit to state any material fact necessary in order to make at (i) the statements therein not false or misleading or necessary to correct any statement in any earlier statement in time the Registration Statement / Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the shareholders of Good Works, (ii) the time of the Good Works Shareholders’ Meeting and (iii) the Closing. Each of Metropolitan and Sky further agrees that if it shall become aware If, at any time prior to the Effective Date of Closing, any information furnished event or circumstance relating to the Company or any Company Subsidiary or its officers or directors, should be discovered by it the Company that would cause any should be set forth in an amendment or a supplement to the Registration Statement / Proxy Statement, the Company, as applicable, shall promptly inform Good Works. After the Closing, all documents that the Company is responsible for filing with the SEC in connection with the Transactions shall comply as to form and substance in all material respects with the applicable requirements of the statements in Securities Act and 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 StatementExchange Act. (cd) Sky agrees to advise MetropolitanIf, promptly after Sky receives notice thereof, of in connection with 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 Sky Shares 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 preparation and filing of the Registration Statement / Proxy Statement, the SEC requests or requires that a tax opinion be prepared and submitted in connection with such Registration Statement / Proxy Statement regarding the Intended Tax Treatment as it relates to the Topco Merger, ArentFox Schiff LLP shall furnish such opinion, subject to customary assumptions and limitations, as requested or required by the SEC. The Company, Company Topco, Good Works and their respective affiliates shall use reasonable best efforts and reasonably cooperate with one another in connection with the issuance of such opinion, including using reasonable best efforts to deliver to ArentFox Schiff LLP certificates containing customary representations reasonably necessary or appropriate for additional informationArentFox Schiff LLP to render such opinion. For the avoidance of doubt, the delivery of any such opinion by ArentFox Schiff LLP shall not be a condition to Closing under this Agreement.