Common use of Registration Statement Clause in Contracts

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not no earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include 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, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, 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 in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The AIP and RELP shall cooperate and promptly prepare and AIP shall file with the SEC as soon as practicable a Registration Statement is an “automatic shelf registration statement” on Form S-4 (as defined under Rule 405 the "Form S-4") under the Securities Act) that has been filed , with respect to the AIP Common Shares issuable in the Merger, a portion of which Registration Statement shall also serve as the joint proxy statement with respect to the meetings of the shareholders and partners, respectively, of AIP and RELP in connection with the SEC not earlier than three years prior Merger (the "Proxy Statement/Prospectus"). The respective parties will cause the Proxy Statement/Prospectus and the Form S-4 to the date of the Pricing Agreement; no notice of objection of the SEC comply as to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed form in all material respects to with the requirements applicable provisions of the Securities Act, the Exchange Act and the Trust Indenture Act rules and did regulations promulgated thereunder. AIP shall use all reasonable efforts, and RELP will cooperate with AIP to have the Form S-4 declared effective by the SEC as promptly as practicable. AIP shall use its best efforts to obtain, prior to the effective date of the Form S-4, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement and will pay all expenses incident thereto. AIP agrees that 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 shareholders and partners, respectively, of AIP and RELP, or, in the case of the Form S-4 and each amendment or supplement thereto, at the time it is filed or becomes effective, will not include any 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. At ; provided, however, that the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects foregoing shall not apply to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included extent that any such untrue statement of a material fact or omitted omission to state a 24 material fact was made by AIP in reliance upon and in conformity with written information concerning RELP furnished to AIP by RELP specifically for use in the Proxy Statement/Prospectus. RELP agrees that the written information provided by it specifically 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 shareholders and partners, respectively, of AIP and RELP, or, in the case of written information provided by RELP specifically for inclusion in the Form S-4 or any amendments 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. The ProspectusAIP will advise RELP, as of its date and as promptly after it receives notice thereof, of the Closing Datetime when the Form S-4 has become effective or any supplement or amendment has been filed, did not and will not include the issuance of any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make stop order, the statements therein, in light suspension of the circumstances under which they were madequalification of the AIP Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, not misleading. Notwithstanding or any request by the foregoing, SEC for amendment of the Company does not make any representation Proxy Statement/Prospectus or warranty with respect to Underwriter Informationthe Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-3 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus and prospectus supplement included therein (together, the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed In connection with the SEC not earlier than three years prior preparation of the Registration Statement, JHT on behalf of the Acquired Fund will furnish the information relating to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under Acquired Fund required by the Securities Act has been received by and the Company; and no order suspending the effectiveness of Regulations to be set forth in the Registration Statement or any part thereof has been issued by (including the SEC Prospectus and no proceeding for that purpose or pursuant to Section 8A Statement of Additional Information). At the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to time the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed Statement, insofar as it relates to the Acquired Fund, (i) will comply in all material respects to with the requirements provisions of the Securities Act and the Trust Indenture Act Regulations and did (ii) will not include any contain 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 not misleading. At ; and at the Applicable Time, time the Registration Statement and becomes effective, at the Pricing Prospectus conformed in all material respects to the requirements time of the Securities ActAcquired Fund’s shareholders meeting referred to in Section 5(a) and at the Effective Time of the Reorganization, the Trust Indenture ActProspectus and Statement of Additional Information, and neither the Registration Statement (as amended or supplemented by any amendments or supplements filed by JHT, insofar as they relate to the Pricing Prospectus) nor the Time of Sale Disclosure Package included any Acquired Fund, will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus; provided, as however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Registration Statement, Prospectus or Statement of its date Additional Information made in reliance upon and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty conformity with information furnished by JHT with respect to Underwriter Informationthe Acquired Fund for use in the Registration Statement, Prospectus or Statement of Additional Information as provided in this Section 5(c).

Registration Statement. The To the Company’s knowledge, the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been presently filed with United States Securities and Exchange Commission (the SEC not earlier than three years prior “SEC”), and any amendment thereto, including any information deemed to be included therein pursuant to the date of the Pricing Agreement; no notice of objection rules and regulations of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of amendments filed after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include 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, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The Registration Statement is Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission an “automatic shelf registration statement” (, as defined under in Rule 405 (File Number 333-158958), on Form S-3, including a related base prospectus, for registration under the Securities Act of the offering and sale of certain securities. Such registration statement, including the exhibits thereto and the documents, if any, incorporated by reference therein, as amended (or deemed to have been amended pursuant to Rules 430A, 430B or 430C under the Securities Act) that has been from time to time, is hereinafter referred to as the “Shelf Registration Statement.” Such Shelf Registration Statement, including any amendments thereto filed with the SEC not earlier than three years prior to the date of this Agreement or prior to any such time this representation is repeated or deemed to be made, became effective upon filing and no stop order suspending the Pricing Agreement; effectiveness of the Shelf Registration Statement or any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the Commission or by the state securities authority of any jurisdiction, and no notice of objection of the SEC Commission to the use of such the Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the . The Shelf Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed complies in all material respects to with the applicable requirements of the Securities Act and the Trust Indenture Securities Exchange Act of 1934, as amended (the “Exchange Act”), and did the respective rules thereunder and does not include 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. At ; provided, however, that the Applicable Time, Company and the Operating Partnership make no representations or warranties as to the information contained in or omitted from the Shelf Registration Statement or any related prospectus supplement in reliance upon and the Pricing Prospectus conformed in all material respects conformity with information furnished in writing to the requirements of Company or the Securities Act, Operating Partnership by the Trust Indenture Act, and neither Holder specifically for inclusion in the Shelf Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationrelated prospectus supplement.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC Commission not earlier than three years prior to the date of the Pricing this Underwriting Agreement; no notice of objection of the SEC Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECCommission, and any request on the part of the SEC Commission for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and did 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, Act and the Trust Indenture Act, and neither the (i) Registration Statement (as amended or supplemented by the Pricing Prospectus) nor (ii) the Time of Sale General Disclosure Package Package, included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date complied, and as of the Closing DateTime will comply, in all material respects with the Securities Act, and, as of its date did not not, and as of the Closing Time will not not, 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, in light of the circumstances under which they were made, not misleading. Notwithstanding This representation, warranty and agreement shall not apply to statements in or omissions from the foregoingRegistration Statement, the Pricing Prospectus, the Prospectus or the General Disclosure Package made in reliance upon and in conformity with information furnished to the Company does not make any representation or warranty with respect to Underwriter Informationin writing by the Underwriters expressly for use therein.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CompanyCompany or the Guarantor; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does and the Guarantor do not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on November 28, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. (i) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orStatement, to the knowledge of the Companywhen it became effective, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain and, as amended or supplemented, if applicable, 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. At , (ii) the Applicable TimeTime of Sale Prospectus does not, and at the time of each sale of the Shares to be sold by such Selling Shareholder in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements Time of the Securities ActSale Prospectus, the Trust Indenture Act, and neither the Registration Statement (as then amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, as of its date and as of the Closing Date, did does not and will not include 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, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; provided that the foregoingrepresentations and warranties set forth in this paragraph 2(g) are limited to statements or omissions made in reliance upon and in conformity with information relating to such Selling Shareholder furnished to the Company in writing by such Selling Shareholder expressly for use in the Registration Statement, the Company does not make Time of Sale Prospectus, the Prospectus or any representation amendments or warranty supplements thereto, it being understood and agreed that such information is limited to the name of such Selling Shareholder, the number of offered Shares by such Selling Shareholder and the address and other information with respect to Underwriter such Selling Shareholder that appear in the footnotes under the caption “Principal and Selling Shareholders” in the Registration Statement, any Time of Sale Prospectus, the Prospectus, any issuer free writing prospectus and any amendment or supplement thereto (collectively, the “Selling Shareholder Information”).

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on May 5, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form F-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities (“Purchasers”) until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (Statement, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to of the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-when it is declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed will conform in all material respects to the requirements of the U.S. Securities Act and the Trust Indenture Act rules and did regulations thereunder and as of such date will not 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. At the Applicable Time, The preliminary prospectus contained in the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements as of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included date hereof does not include any untrue statement of a material fact or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under in which they were are made, not misleading. The Final Prospectus, as (A) at the time of its date filing of the Final Prospectus pursuant to Rule 424(b) under the U.S. Securities Act and as of (B) on the Closing Date, did not will conform in all material respects to the requirements of the U.S. Securities Act and the rules and regulations thereunder and will not 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, in the light of the circumstances under which they were are made, not misleading. Notwithstanding “Registration Statement” means the foregoingregistration statement of VIA on Form F-1, as amended, including any prospectus filed and to be filed pursuant to Rule 424 under the Company does not make U.S. Securities Act, and any representation or warranty with respect free writing prospectuses, relating to Underwriter Informationthe IPO. “Final Prospectus” means the prospectus forming part of the Registration Statement which VIA shall file pursuant to Rule 424 under the U.S. Securities Act that discloses the public offering price, other information included pursuant to Rule 430A under the U.S. Securities Act and other final terms of the Ordinary Shares and the ADSs and otherwise satisfies Section 10(a) of the U.S. Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on February 3, 2021. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Purchase Shares thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities Purchase Shares has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part . The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was filed and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date and as of effective date, meets the Closing Date, did not and will not include any untrue statement of a material fact or omit requirements set forth in Rule 415(a)(1)(x) pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. The (a) Each of Flag and FCB agrees to cooperate in the preparation of a Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been to be filed by Flag with the SEC not earlier in connection with the issuance of Flag Common Stock in the Merger (including the Joint Proxy Statement and all related documents). Provided FCB has cooperated as required above, Flag agrees to file the Registration Statement with the SEC as promptly as practicable, but in no event later than three years prior to 30 days after the date of the Pricing this Agreement; no notice . Each of objection of the SEC FCB and Flag agrees to the use of such Registration Statement or any post-effective amendment thereto pursuant all reasonable efforts to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of cause the Registration Statement to be declared effective under the 1933 Act as promptly as reasonably practicable after filing thereof. Flag also agrees to use all reasonable efforts to obtain all necessary state securities law or any part thereof has been issued “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. FCB agrees to furnish Flag all information concerning FCB, the SEC FCB Subsidiaries and no proceeding for their respective officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of FCB and Flag agrees, as to itself and its Subsidiaries, that purpose or pursuant to Section 8A none of the Securities Act against the Company information supplied or related to the offering of the Securities has been initiated be supplied by it for inclusion or is pending or, to the knowledge of the Company, is contemplated or threatened incorporation by the SEC, and any request on the part of the SEC for additional information pertaining to reference in (i) the Registration Statement has been complied with. As of its applicable effective datewill, at the time the Registration Statement conformed in all material respects to and each amendment or supplement thereto, if any, becomes effective under the requirements of the Securities Act and the Trust Indenture Act and did not include 1933 Act, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable Time, the Registration Joint Proxy Statement and any amendment or supplement thereto will, at the Pricing Prospectus conformed in all material respects date of mailing to FCB shareholders and at the requirements time of the Securities ActFCB Meeting, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included contain any untrue statement of a material Material fact or omitted omit to state any material Material fact required to be stated therein or necessary to make the statements thereintherein not misleading with respect to any Material fact, in light of the circumstances under or which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material Material fact required 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 FCB and Flag further agrees that if it shall become aware prior to the Effective Date of any information that would cause any of the statements in the Joint Proxy Statement to be stated therein false or misleading with respect to any Material fact, or to omit to state any Material fact necessary to make the statements thereintherein not false or misleading, in light to promptly inform the other Party thereof and to take the necessary steps to correct the Joint Proxy Statement. (c) Flag will advise FCB, promptly after Flag receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleading. Notwithstanding or of the foregoingissuance of any stop order or the suspension of the qualification of the Flag Common Stock for offering or sale in any jurisdiction, of the Company does not make initiation or threat of any representation proceeding for any such purpose, or warranty of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Nothing in this Section 8.2 or elsewhere in this Agreement shall prohibit accurate disclosure by FCB of information that is required to be disclosed in the Registration Statement or the Joint Proxy Statement or in any other document required to be filed with respect the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to Underwriter Informationbe publicly disclosed by applicable Law.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has been declared effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date ; no stop order of the Pricing Agreement; no notice of objection of the SEC to Commission preventing or suspending the use of such Registration Statement the Preliminary Prospectus or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending Prospectus or the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has have been initiated or is pending or, to the knowledge of the Company, is contemplated instituted or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to Commission; the Registration Statement has been complied with. As when it became effective, complies and will comply, at the time of its applicable effective datepurchase, the Registration Statement conformed in all material respects to with the requirements of the Securities Act and the Trust Indenture Act Preliminary Prospectus complied, as of its date and at the time of purchase, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form S-1 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement did not include any not, as of the time such Registration Statement became effective, and at the time of purchase, contain 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 not misleading. At ; at all times during the Applicable Timeperiod beginning with the execution of this Agreement and ending at the time of purchase, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any does not and will not include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus and, as amended or supplemented, at all times during the period beginning with the execution of this Agreement and ending on the Closing Date (as defined below) or any Subsequent Closing Date (as defined below), in all material respects, with the requirements of the Securities Act (including, without limitation, Section 10(a) of the Securities Act); the Prospectus, as of its the date and as that it is filed with the Commission, the date of the Closing DateProspectus and, as amended or supplemented, at the time of purchase did not and or will not include 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, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing; provided, however, that the Company does not make any makes no representation or warranty with respect to Underwriter Informationany statement contained in or omitted from the Registration Statement, the Disclosure Package or the Prospectus in reliance upon and in conformity with information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters to the Company expressly for use therein; provided, further, that if, at any time after the time of purchase, the Company is obligated to prepare and furnish to the Underwriters an amendment or supplement to the Prospectus under Section 3(A)(e) of this Agreement and so furnishes such amendment or supplement, then from and after the time that such Prospectus as amended or supplemented is furnished to the Underwriters in accordance with Section 3(A)(e), the term “Prospectus” shall be deemed to mean the Prospectus as so amended or supplemented. Each copy of the Preliminary Prospectus and the Prospectus, delivered to the Underwriters for use in connection with the offer and sale of the Shares was identical to the copies thereof filed by electronic transmission pursuant to E▇▇▇▇ (except as may be permitted by Regulation S-T under the Securities Act). There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 Statement, and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations SEC promulgated under the Securities Act) that has been , complied (or, in the case of amendments filed with the SEC not earlier than three years prior to after the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2hereof, will comply) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include 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. The preliminary prospectus included in the Registration Statement as of the date the Registration Statement is declared effective by the SEC, and any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior JOINT PROXY STATEMENT/PROSPECTUS. Subject to the date accuracy of the Pricing Agreement; no notice of objection representations contained in SECTION 6.17, the information supplied by the Company and its subsidiaries for inclusion in the registration statement (the "REGISTRATION STATEMENT") covering the shares of the SEC Buyer's Stock to the use of such Registration Statement or any post-effective amendment thereto be issued pursuant to Rule 401(g)(2) under this Agreement shall not, at the Securities Act has been received by the Company; and no order suspending the effectiveness of time the Registration Statement (including any amendments or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or supplements thereto) is pending or, to the knowledge of the Company, is contemplated or threatened declared effective by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading. At The information supplied by the Applicable Time, Company and its subsidiaries for inclusion in the Registration Statement joint proxy statement/prospectus to be sent to the shareholders of the Buyer and the Pricing Prospectus conformed in all material respects Company to consider the requirements Holding Company Merger and the issuance of shares of the Securities Act, Buyer's Stock in connection with the Trust Indenture Act, and neither Holding Company Merger (the Registration Statement "SHAREHOLDER MEETINGS") (such proxy statement/prospectus as amended or supplemented by is referred to herein as the Pricing Prospectus"JOINT PROXY STATEMENT/PROSPECTUS") nor will not, on the Time date the Joint Proxy Statement/Prospectus is first mailed to shareholders, at the time of Sale Disclosure Package included the Shareholder Meetings and at the Effective Time, contain any untrue statement of a material Material fact or omitted omit to state any material 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. The If at any time prior to the Effective Time any event relating to the Company or its subsidiaries or any of their affiliates, officers or directors should be discovered by the Company and its subsidiaries that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, as of its date and as of the Closing Date, did not and Company will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make promptly inform the statements therein, in light of the circumstances under which they were made, not misleadingBuyer. Notwithstanding the foregoing, neither the Company does not make nor any of its subsidiaries makes any representation or warranty with respect to Underwriter Information.any information supplied by the

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been Trustmark shall cooperate in preparing and promptly cause to be filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received and any other applicable documents, the approval of the Merger and registering the shares of Trustmark Common Stock to be delivered to the shareholders of Cadence pursuant to this Agreement. Trustmark will use its best efforts to cause the Registration Statement to be declared effective as promptly as practicable after such filing. Trustmark shall also use its best efforts to obtain all necessary state securities or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. (b) Cadence and its counsel shall participate in the Company; and no order suspending the effectiveness preparation of the Registration Statement or any part thereof has been issued by and shall have the SEC and no proceeding for that purpose or pursuant right to Section 8A approve the content of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orRegistration Statement (and all amendments and supplements thereto, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC requests for additional information pertaining and replies to comments) prior to filing. (c) At the time the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed will comply in all material respects to with the requirements provisions of the Securities Act and the Trust Indenture Act published rules and did regulations thereunder, and will not include 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 false or misleading. At , and at the Applicable Timetime of mailing thereof to Cadence’s shareholders and at the time of the Cadence shareholders’ meeting held to approve the Merger, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements proxy statement included as part of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (the “Proxy Statement”), as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact amendment or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and supplement filed by Trustmark will not include 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 thereintherein not false or misleading; provided, in light however, that none of the circumstances under which they were made, not misleading. Notwithstanding provisions of this subparagraph shall apply to statements in or omissions from the foregoing, Registration Statement or the Company does not make any representation Proxy Statement made in reliance upon and in conformity with information furnished by Cadence for use in the Registration Statement or warranty with respect to Underwriter Informationthe Proxy Statement.

Registration Statement. 5.01. The Registration Statement is an “automatic shelf registration statement” (Company will procure, at its expense, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness many printed copies of the Registration Statement or any part thereof has been issued as the Underwriter may reasonably require for the purposes contemplated by the SEC this Agreement and no proceeding for that purpose or pursuant to Section 8A shall deliver said printed copies of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied withto the Underwriter as soon as practical after the Effective Date. 5.02. As If during such period of time as in the reasonable opinion of the Underwriter or its applicable effective datecounsel a Registration Statement relating to this Offering is required to be delivered under Form S-3, or any event occurs or any event known to the Company relating to or affecting the Company shall occur as a result of which the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not as then amended or supplemented would include any an untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as or if it is necessary at any time after the Effective Date of the Closing DateRegistration Statement to amend or supplement the Registration Statement to comply with Form S-3, did not the Company will forthwith notify the Underwriter thereof and prepare and file with the securities commissions of such states in which the offering is qualified for sale, if any and the Commission such further amendment to the Registration Statement or supplemented or amended Registration Statement as may be required and furnish and deliver to the Underwriter and to others whose names and addresses are designated by the Underwriter, all at the cost of the Company, a reasonable number of copies of the amended or supplemented Registration Statement which as so amended or supplemented will not include 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, Registration Statement not misleading in the light of the circumstances under when it is delivered to a purchaser or prospective purchaser, and which they were madewill comply in all respects with Form S-3 and the Securities Act. 5.03. The Company authorizes the Underwriter and the Selected Dealers, not misleading. Notwithstanding if any, in connection with the foregoingdistribution of the Units and all dealers to whom any of the Units may be sold by the Underwriter or by any Selected Dealer, to use the Registration Statement, as from time to time amended or supplemented, in connection with the offering and sale of the Units and in accordance with the applicable provisions of Form S-3, the Company does not make any representation applicable Rules and Regulations and applicable state blue sky or warranty with respect to Underwriter Informationsecurities laws, if any.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on August 10, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities ActAct and available for the issuance of the Purchase Shares (and all Conversion Shares) thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares (and all Conversion Shares) under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares (as well as Conversion Shares) to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not distributed any offering material in connection with the offering and as sale of any of the Closing DatePurchase Shares (and all Conversion Shares), did and, until the Investor does not hold any of the Purchase Shares (or Conversion Shares), shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares (or Conversion Shares), to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not include make, an offer relating to the Purchase Shares (or any untrue statement Conversion Shares) that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of a material fact or omit Rules 164 and 433 under the Securities Act applicable to state any material fact required such free writing prospectus consented to be stated therein or necessary to make by the statements thereinInvestor, including in light respect of timely filing with the circumstances under which they were madeSEC, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationlegending and record keeping.

Registration Statement. The Company has filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on November 18, 2022. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to Applicable Law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 17, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part . The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, not misleading. Notwithstanding other than the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement complied when it became effective, complies as of the date hereof and, as amended or supplemented, at the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is an “automatic shelf registration statement” required by the Act to be delivered (as defined under whether physically or through compliance with Rule 405 172 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement Act or any post-effective amendment thereto pursuant to Rule 401(g)(2similar rule) under the Securities Act has been received by the Company; and no order suspending the effectiveness in connection with any sale of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orUnits, to the knowledge of the Companywill comply, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to respects, with the requirements of the Securities Act and Act; the Trust Indenture Act and Registration Statement did not include any not, as of the Effective Time, contain 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 not misleading. At ; each Preliminary Prospectus complied, at the Applicable Timetime it was filed with the Commission, and complies as of the Registration Statement and the Pricing Prospectus conformed date hereof, in all material respects to with the requirements of the Securities Act; at no time during the period that begins on the earlier of the date of such Preliminary Prospectus and the date such Preliminary Prospectus was filed with the Commission and ends at the time of purchase did or will any Preliminary Prospectus, the Trust Indenture Act, and neither the Registration Statement (as then amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any supplemented, include an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , and at no time during such period did or will any Preliminary Prospectus, as then amended or supplemented, together with any combination of its date and as one or more of the Closing Datethen-issued Permitted Free Writing Prospectuses, did not and will not if any, include 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, in the light of the circumstances under which they were made, not misleading. Notwithstanding ; the foregoingProspectus will comply, as of its date, the date that it is filed with the Commission, the time of purchase, each additional time of purchase, if any, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase, the latest additional time of purchase, if any, and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the time of purchase did or will any Permitted Free Writing Prospectus, when considered together with the most recent Preliminary Prospectus, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company does not make any makes no representation or warranty with respect to any statement contained in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information furnished in writing by or on behalf of an Underwriter Informationthrough you to the Company expressly for use in the Registration Statement, such Preliminary Prospectus, the Prospectus or such Permitted Free Writing Prospectus.

Registration Statement. The To the Company’s knowledge, the Registration Statement is an “automatic shelf registration statement” when confidentially submitted or filed (as defined under Rule 405 under the Securities Actapplicable) that has been filed with the SEC not earlier than three years prior and any amendment thereto, including any information deemed to be included therein pursuant to the date of the Pricing Agreement; no notice of objection rules and regulations of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending Act”), complied (or, to in the knowledge case of confidential submissions or filings made after the Companydate of this Agreement, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of confidential submissions or filings made after the date hereof, 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include 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, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The information supplied by the Company for inclusion in the Registration Statement shall not at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to and at the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-time it becomes effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At The information supplied by the Applicable TimeCompany for inclusion or incorporation by reference in the Proxy Statement/Prospectus shall not, on the Registration Statement and date the Pricing Proxy Statement/Prospectus conformed in all material respects is mailed to Company Stockholders or Parent Stockholders, at the requirements time of the Securities Actmeeting of Company Stockholders (the "COMPANY STOCKHOLDERS' MEETING") to consider the Company Stockholder Approval, at the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light time of the circumstances under which they were made, not misleading. The Prospectus, as meeting of its date and Parent Stockholders (the "PARENT STOCKHOLDERS' MEETING") to consider the Parent Stockholder Approval or as of the Closing DateEffective Time, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The proxy statement included in the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which is required to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement/Prospectus, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company does not make any makes no representation or warranty with respect to Underwriter Informationany statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub that is contained (including by incorporation by reference) in any of the foregoing documents.

Registration Statement. The (a) Each of CSBI and ▇▇▇▇▇▇▇ agrees to cooperate in the preparation of a Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been to be filed by CSBI with the SEC not earlier in connection with the issuance of CSBI Common Stock in the Merger (including the Proxy Statement and all related documents). Provided ▇▇▇▇▇▇▇ has cooperated as required above, CSBI agrees to file the Registration Statement with the SEC as promptly as practicable, but in no event later than three years prior to 90 days after the date of the Pricing this Agreement; no notice . Each of objection of the SEC ▇▇▇▇▇▇▇ and CSBI agrees to the use of such Registration Statement or any post-effective amendment thereto pursuant all reasonable efforts to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of cause the Registration Statement to be declared effective under the 1933 Act as promptly as reasonably practicable after filing thereof. CSBI also agrees to use all reasonable efforts to obtain all necessary state securities law or any part thereof has been issued "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. ▇▇▇▇▇▇▇ agrees to furnish CSBI all information concerning ▇▇▇▇▇▇▇, Bank and their respective officers, directors and shareholders as may be reasonably requested in connection with the SEC foregoing. (b) Each of ▇▇▇▇▇▇▇ and no proceeding for CSBI agrees, as to itself and its Subsidiaries, that purpose or pursuant to Section 8A none of the Securities Act against the Company information supplied or related to the offering of the Securities has been initiated be supplied by it for inclusion or is pending or, to the knowledge of the Company, is contemplated or threatened incorporation by the SEC, and any request on the part of the SEC for additional information pertaining to reference in (i) the Registration Statement has been complied with. As of its applicable effective datewill, at the time the Registration Statement conformed in all material respects to and each amendment or supplement thereto, if any, becomes effective under the requirements of the Securities Act and the Trust Indenture Act and did not include 1933 Act, contain any untrue statement of a material Material fact or omit to state any material Material fact required to be stated therein or necessary to make the statements therein not misleading. At , and (ii) the Applicable Time, the Registration Proxy Statement and any amendment or supplement thereto will, at the Pricing Prospectus conformed in all material respects date of mailing to ▇▇▇▇▇▇▇ shareholders and at the requirements time of the Securities Act▇▇▇▇▇▇▇ Meeting, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included contain any untrue statement of a material Material fact or omitted omit to state any material Material fact required to be stated therein or necessary to make the statements thereintherein not misleading with respect to any Material fact, in light of the circumstances under or which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact or omit to state any material Material fact required 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 ▇▇▇▇▇▇▇ and CSBI further agrees that if it shall become aware prior to the Effective Date of any information that would cause any of the statements in the Proxy Statement to be stated therein false or misleading with respect to any Material fact, or to omit to state any Material fact necessary to make the statements thereintherein not false or misleading, in light to promptly inform the other Party thereof and to take the necessary steps to correct the Proxy Statement. (c) In the case of CSBI, CSBI will advise ▇▇▇▇▇▇▇, promptly after CSBI receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleading. Notwithstanding or of the foregoingissuance of any stop order or the suspension of the qualification of the CSBI Common Stock for offering or sale in any jurisdiction, of the Company does not make initiation or threat of any representation proceeding for any such purpose, or warranty of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Nothing in this Section 8.2 or elsewhere in this Agreement shall prohibit accurate disclosure by ▇▇▇▇▇▇▇ of information that is required to be disclosed in the Registration Statement of the Proxy Statement or in any other document required to be filed with respect the SEC (including, without limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or otherwise required to Underwriter Informationbe publicly disclosed by applicable Law or the regulations and rules of the AMEX.

Registration Statement. JOINT PROXY STATEMENT. The information to be supplied by RCSB for inclusion in the Registration Statement will not, at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under declared effective and at the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orEffective Time, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectusinformation to be supplied by RCSB for inclusion in the Joint Proxy Statement will not, as of its on the date and as of the Closing DateJoint Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of COFI or RCSB, did not or at the time of their respective meetings of stockholders to vote on this Agreement and will not include the Company Merger, and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinthat, in light of the circumstances under which they were it is made, is false or misleading with respect to any material fact, omits to state any material fact necessary in order to make the statements made therein not false or misleading, or omits to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for such meetings of stockholders that has become false or misleading. If at any time prior to the Effective Time, any event relating to RCSB or any of its affiliates, officers or directors is discovered by RCSB that should be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement, RCSB will promptly inform COFI, and such amendment or supplement will be promptly filed with the SEC and, as required by law, disseminated to the stockholders of RCSB. Notwithstanding the foregoing, the Company does not make any RCSB makes no representation or warranty with respect to Underwriter Informationany information supplied by COFI that is contained in the Registration Statement or the Joint Proxy Statement. The Joint Proxy Statement will (with respect to RCSB) comply in all material respects as to form and substance with the requirements of the Exchange Act and the rules and regulations thereunder.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on November 13, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Statement, including any amendment thereto and any information deemed to be included therein pursuant to the date rules and regulations of the Pricing Agreement; no notice of objection of United States Securities and Exchange Commission (the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2“SEC”) promulgated under the Securities Act has been received by of 1933, as amended (the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the “Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orAct”), to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and did regulations of the SEC promulgated thereunder, and will not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The ProspectusAs of the date it is declared effective by the SEC, the Registration Statement, as of its date so amended, and as any related registration statements, will comply in all material respects with the requirements of the Closing DateSecurities Act and the rules and regulations of the SEC promulgated thereunder, did not and will not include 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, in light of the circumstances under which they were made, not misleading. Notwithstanding Any preliminary prospectus included in the foregoingRegistration Statement or any amendment thereto, any free writing prospectus related to the Company does Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and, taken together, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make any representation or warranty with respect to Underwriter Informationthe statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable, prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities (“Purchasers”) until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. (a) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending Company will maintain the effectiveness of the Registration Statement until the earlier to occur of (i) the date that is five and a half years from the Closing Date, and (ii) the date on which no Warrants are outstanding. (b) While any Warrants are outstanding, the Company will: (i) use commercially reasonable efforts to register or any part thereof has been issued by qualify the SEC and no proceeding for that purpose Warrant Shares under the securities or pursuant to Section 8A "blue sky" laws of the Securities Act against State of New York and such other jurisdictions within the United States as shall be reasonably requested from time to time by a Purchaser, and do any and all other acts or things which may be necessary or advisable to enable such Purchaser to consummate the public sale or other disposition of the Warrant Shares in such jurisdictions; provided that the Company shall not be required in connection therewith or related as a condition thereto to the offering qualify to do business or to file a general consent to service of process in any such jurisdiction; (ii) notify each Purchaser immediately after becoming aware of the Securities has been initiated occurrence of any event (but shall not, without the prior written consent of such Purchaser, disclose to such Purchaser any facts or is pending or, to circumstances constituting material non-public information) as a result of which the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to prospectus included in the Registration Statement has been complied with. As of its applicable effective dateStatement, the Registration Statement conformed as then in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include any effect, contains an untrue statement of a material fact or omit omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed misleading in all material respects to the requirements light of the Securities Act, the Trust Indenture Actcircumstances then existing, and neither as promptly as practicable prepare and file with the Registration Statement (Commission and furnish to each Purchaser a reasonable number of copies of a supplement or an amendment to such prospectus as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any may be necessary so that such prospectus does not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances then existing; (iii) use commercially reasonable efforts to prevent the issuance of any stop order or other order suspending the effectiveness of the Registration Statement and, if such an order is issued, to obtain the withdrawal thereof at the earliest possible time and to notify each Purchaser of the issuance of such order and the resolution thereof; (iv) permit counsel for each Purchaser to review the Registration Statement and all amendments and supplements thereto, and any comments made by the staff of the Commission with respect thereto, and the Company's responses thereto, within a reasonable period of time prior to the filing thereof with the Commission (or, in the case of comments made by the staff of the Commission, within a reasonable period of time following the receipt thereof by the Company), but only to the extent that such comments concern such Purchaser and/or the transactions contemplated by the Transaction Documents; and (v) in the event that, at any time, the number of shares available under which they were madethe Registration Statement is insufficient to cover all of the Warrant Shares issuable under the Warrants (without regard to any restriction on the exercise thereof) the Company shall promptly amend the Registration Statement or file a new registration statement, in any event as soon as practicable, but not misleadinglater than the tenth (10th) day following notice from a Purchaser of the occurrence of such event, so that the Registration Statement or such new registration statement, or both, covers no less than one hundred percent (100%) of the Warrant Shares issuable under the Warrants (without regard to any restriction on the exercise of such Warrants). The Prospectus, Company shall use its best efforts to cause such amendment and/or new Registration Statement to become effective as of its date and soon as of practicable following the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationfiling thereof.

Registration Statement. The Registration Statement was declared effective by order of the SEC on November 14, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus covers the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendment thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. At the time the Registration Statement was originally filed with the SEC, the Company met the then-applicable requirements for use of Form F-3 under the Securities Act and, as of the date hereof, the Company meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3. The ProspectusSEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the offer, issuance and sale of the Purchase Shares to the Investor pursuant to this Agreement would not result in the offer, issuance or sale of Purchase Shares that would exceed the Maximum Share Cap or any other non-compliance with General Instruction I.B.5. of Form F-3. The Registration Statement, as of its date and effective date, met and, as of the Closing Datedate hereof, did not meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time they were or hereafter are filed with the SEC, or became effective under the Exchange Act, as the case may be, complied and will not include any untrue statement of a comply in all material fact or omit to state any material fact required to be stated therein or necessary to make respects with the statements therein, in light requirements of the circumstances under which they were made, not misleadingExchange Act. Notwithstanding At the foregoingearliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The (a) Nextel shall file the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior and use its commercially reasonable efforts to the date of the Pricing Agreement; no notice of objection of the SEC to the use of cause such Registration Statement to become effective as promptly as practicable, and shall use its commercially reasonable efforts to take any action required to be taken to comply in all material respects with any applicable federal or any post-effective amendment thereto pursuant state securities laws in connection with the issuance of Nextel Common Stock; except that such covenant of Nextel is made, as to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness those portions of the Registration Statement containing or any part thereof has been issued by required to contain Chadmoore Information, assuming and relying on timely and full compliance with Section 4.04. (b) Nextel shall use its commercially reasonable efforts so that the SEC and no proceeding for that purpose or pursuant to Section 8A of information included in the Securities Act against Registration Statement, shall not, at the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to time the Registration Statement has been complied with. As of its applicable effective dateis declared effective, at the Registration Statement conformed in all material respects time the proxy statement/prospectus contained therein is first mailed to Chadmoore's shareholders, or at the requirements time of the Securities Act and meeting of the Trust Indenture Act and did not include shareholders of Chadmoore to approve the transactions contemplated by this Agreement, contain any untrue statement of a material fact or fact, omit to state any material fact required to be stated therein therein, or omit to state any material fact necessary in order to make the statements therein not misleading. At the Applicable Time; except that such covenant of Nextel is made, as to those portions of the Registration Statement containing or required to contain Chadmoore Information, assuming and relying on timely and full compliance with Section 4.04. If at any time prior to the Pricing Prospectus conformed Closing Date any event or circumstance should come to the attention of Nextel which is required to be set forth in an amendment or supplement to the Registration Statement, Nextel will use its commercially reasonable efforts to appropriately amend or supplement the Registration Statement. An amendment or supplement may be accomplished, to the extent permitted by law, rule or regulation, by including such information in a filing under the Exchange Act that is incorporated by reference into the Registration Statement. The Registration Statement and all other documents required to be filed by Nextel with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects to with the applicable requirements of the Securities Act, Act and the Trust Indenture Act, rules and neither regulations thereunder and the Registration Statement (as amended Exchange Act and the rules and regulations thereunder; except that Nextel shall have no liability or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included obligation for any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Chadmoore Information.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on April 18, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6. of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with General Instruction I.B.6. of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. 5.01. The Registration Statement is an “automatic shelf registration statement” (Company will procure, at its expense, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness many printed copies of the Registration Statement or any part thereof has been issued as the Underwriter may reasonably require for the purposes contemplated by the SEC this Agreement and no proceeding for that purpose or pursuant to Section 8A shall deliver said printed copies of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied withto the Underwriter as soon as practical after the Offering Commencement Date. 5.02. As If during such period of time as in the opinion of the Underwriter or its applicable effective datecounsel a Registration Statement relating to this Public Offering is required to be delivered under Form SB-2, or any event occurs or any event known to the Company relating to or affecting the Company shall occur as a result of which the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not as then amended or supplemented would include any an untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as or if it is necessary at any time after the Offering Commencement Date of the Closing DateRegistration Statement to amend or supplement the Registration Statement to comply with Form SB-2, did not the Company will forthwith notify the Underwriter thereof and prepare and file with the securities commissions of such states in which the offering is qualified for sale such further amendment to the Registration Statement or supplemented or amended Registration Statement as may be required and furnish and deliver to the Underwriter and to others whose names and addresses are designated by the Underwriter, all at the cost of the Company, a reasonable number of copies of the amended or supplemented Registration Statement which as so amended or supplemented will not include 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, Registration Statement not misleading in the light of the circumstances under when it is delivered to a purchaser or prospective purchaser, and which they were madewill comply in all respects with Form SB-2 and the Act. 5.03. The Company authorizes the Underwriter and the Participating Dealers, not misleading. Notwithstanding if any, in connection with the foregoingdistribution of the Units and all dealers to whom any of the Units may be sold by the Underwriter or by any Participating Dealer, to use the Registration Statement, as from time to time amended or supplemented, in connection with the offering and sale of the Units and in accordance with the applicable provisions of Form SB-2, the Company does not make any representation applicable Rules and Regulations and applicable state blue sky or warranty with respect to Underwriter Informationsecurities laws.

Registration Statement. The Such counsel shall also have furnished to the Representatives a written statement, dated the Firm Closing Date, addressed to the Underwriters, to the effect that (x) such counsel has participated in the preparation of the Original Registration Statement is an “automatic shelf registration statement” and any Rule 462(b) Registration Statement, and (as defined under Rule 405 under y) based upon such participation, no facts have come to their attention which lead them to believe that the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Original Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2462(b) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (other than the financial statements, related schedules and other statistical and financial data included therein, as amended or supplemented by to which such counsel need express no belief), as of the Pricing Prospectus) nor time it became effective under the Time of Sale Disclosure Package included Act, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements, related schedules and other statistical and financial data included therein, as to which such counsel need express no belief), as of its date or the date of such opinion, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing opinion and statement may be qualified by a statement to the effect that such counsel has not independently verified, does not pass upon and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Original Registration Statement, any Rule 462(b) Registration Statement or the Prospectus. In rendering such opinion, such counsel may rely, as to certain factual matters, without any independent investigation, inquiry or verification, upon statements or certificates of its date officers and as other representatives of the Closing DateCompany (including the representations of the Company contained in this Agreement), did not certificates of public officials, certificates or written statements of officers of departments of various jurisdictions having custody of documents relating to the corporate existence, foreign qualification and will not good standing of the Company and written statements of representatives of The Nasdaq Stock Market. References to the Original Registration Statement, any Rule 462(b) Registration Statement and the Prospectus in this paragraph (b) shall include any untrue statement amendment to supplement thereto at the date of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationsuch opinion.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on October 28, 2014. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingPurchase Shares, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until the Investor does not make hold any representation of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under meets the requirements set forth in Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2415(a)(1)(x) under the Securities Act and complies with said Rule and the U.S. Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has been received by advised the Company; Co-Lead Underwriters of all further information (financial and no other) with respect to the Company required to be set forth therein in the Registration Statement and U.S. Prospectus Supplement. The Registration Statement has become effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC is in effect and no proceeding proceedings for that such purpose have been instituted or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is are pending or, to the knowledge of the Company, is are contemplated or threatened by the SEC, . The U.S. Prospectus when filed complied in all material respects with the Securities Act and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed is identical in all material respects to the requirements copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Units. Each of the Registration Statement and any post-effective amendment thereto, at the time each part thereof became effective pursuant to the Securities Act and at the Trust Indenture First Closing Date and each Option Closing Date, complied and will comply in all material respects with the Securities Act and did not include and, any amendment or supplement thereto, 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. At As of the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included did not, and at the time of the First Closing Date and each Option Closing Date, the Time of Sale Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The U.S. Prospectus, as amended or supplemented, as of its date and as of at the First Closing Date and each Option Closing Date, did not and will not include 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, in the light of the circumstances under which they were made, not misleading. Notwithstanding The representations and warranties set forth in the foregoingthree immediately preceding sentences shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company does by the Underwriters specifically for use in the preparation thereof as set forth in Section 10(2). There are no agreements, contracts, arrangements or understandings (written or oral) or other documents required to be described in the Time of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to the Registration Statement which have not make any representation been described or warranty with respect to Underwriter Informationfiled as required.

Registration Statement. The Company and Tyco meet the requirements for use of the Form S-3 under the Securities Act in respect of the registration of the Securities and the Guarantees; the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has been declared effective by the Commission under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending instituted or, to the knowledge of the CompanyCompany or Tyco, is contemplated or threatened by the SEC, Commission and any request on the part of the SEC Commission for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, ; and the Registration Statement conformed and Prospectus (as amended or supplemented if the Company and Tyco shall have furnished any amendments or supplements thereto) comply, or will comply, as the case may be, in all material respects to the requirements of with the Securities Act and the Trust Indenture Act of 1939, as amended, and did the rules and regulations of the Commission thereunder (collectively, the "Trust Indenture Act"), and do not include and will not, as of the applicable effective date of the Registration Statement and any amendment thereto and as of the date of the Prospectus and any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus and any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities ActProspectus, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by at the Pricing Prospectus) nor the Time of Sale Disclosure Package included Closing Date, if applicable, will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; provided, however, that the foregoing representations and warranties shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, and (ii) statements or omissions in the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or Tyco by such Underwriter through the Representatives expressly for use therein; each Prospectus, as of its date and as including any amendment or supplement thereto, delivered to the Underwriters for use in connection with the offering contemplated hereby were identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. The If and only if the submission of an Advance Notice by the Holder in accordance with the procedures set forth in the SEPA is not available to the Holder, the Company will use its commercially reasonable efforts to file with the SEC, within 15 Business Days following receipt of written request of the Holder, a shelf registration statement on Form S-3 (or if not then eligible, on Form S-1) (the “Initial Registration Statement”) including a base prospectus (such base prospectus included in the Initial Registration Statement, as supplemented or amended from time to time shall be referred to herein as the “Prospectus”) for the purpose of registering the resale by the Holder of any shares of Common Stock issuable to the Holder upon conversion of this Note pursuant to Section 3, and the Company will use its commercially reasonable efforts to have the Initial Registration Statement is an “automatic shelf registration statement” (declared effective by the SEC. Except where the context otherwise requires, the Initial Registration Statement, as defined under Rule 405 under the Securities Act) that has been amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2424(b) under the Securities Act has been received by or deemed to be a part of the Company; and no order suspending Initial Registration Statement pursuant to Rule 430B of the effectiveness of Securities Act, is herein called the “Registration Statement.” At the time the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective datebecomes effective, the Registration Statement conformed and any amendments thereto will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include 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. At the Applicable Time, the Registration Statement ; and the Pricing Prospectus conformed and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto is issued, will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on July 21, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of the securities contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Common Stock to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form F-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Common Stock, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under in conformity with the requirements of the Securities Act) that has , which became effective on , including the Prospectus, and such amendments and supplements thereto as may have been filed with the SEC not earlier than three years prior required to the date of the Pricing this Agreement; no notice of objection of the SEC to the use of such . The Shelf Registration Statement or any post-is effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no stop order preventing or suspending the effectiveness of the Shelf Registration Statement or any part thereof suspending or preventing the use of the Prospectus has been issued by the SEC Commission and no proceeding proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has have been initiated or is pending instituted or, to the knowledge of the Company, is contemplated or are threatened by the SECCommission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at the SEC for additional information pertaining to Closing Date, the Shelf Registration Statement has been complied with. As of its applicable effective date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as Company was at the time of the Closing Date, did not and will not 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, in light filing of the circumstances Shelf Registration Statement eligible to use Form S-1. The Company is eligible to use Form S-3 under which they were made, not misleading. Notwithstanding the foregoing, Securities Act and it meets the Company does not make any representation or warranty requirements with respect to Underwriter Informationthe aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.1. of Form S-3.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on June 6, 2019. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. Parent has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on June 22, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Shares thereunder, and Parent has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (a) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (b) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Amendment and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to Seller furnished to Parent in writing by or on behalf of Seller expressly for use therein. Parent meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Shares contemplated by this Amendment without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified Parent of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The ProspectusRegistration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. Parent has not been since March 31, 2016, and currently is not, an Ineligible Issuer (as defined in Rule 405 of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act).

Registration Statement. The Any Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 filed with the Commission, and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations of the Commission promulgated under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As will comply as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and did regulations of the Commission promulgated thereunder, and will not include 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 light of the circumstances under which they were made, not misleading. At As of the Applicable Timedate it is declared effective by the Commission, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the Commission promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Any preliminary Prospectus included in the Registration Statement or any amendment thereto, any free writing Prospectus related to the Registration Statement and any final Prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as prior written consent of the Closing Date, did not and Holder will not include have been obtained by PubCo for any untrue statement of a material fact content in the Registration Statement which relates to or omit to state any material fact required to be stated therein references the Holder or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Informationits Affiliates.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on February 1, 2024. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Purchase Shares thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities Purchase Shares has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part . The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was filed and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date and as of effective date, meets the Closing Date, did not and will not include any untrue statement of a material fact or omit requirements set forth in Rule 415(a)(1)(x) pursuant to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on September 5, 2019. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by the SEC, and any request on the part in writing to do so. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date hereof and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of its applicable effective datethe Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Notwithstanding The Company currently meets all of the foregoingrequirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets in all material respects the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the date hereof the Company is, not an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to Applicable Laws or the Transaction Documents. The Company has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on September 6, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been filed HEALTHSOUTH shall prepare and file with the SEC not earlier than three years prior and any other applicable regulatory bodies, as soon as reasonably practicable, a Registration Statement on Form S-4 with respect to the date shares of HEALTHSOUTH Common Stock to be issued in the Pricing Agreement; no notice of objection of Merger (the SEC to the use of such "Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECStatement"), and any request on the part of the SEC for additional information pertaining will otherwise proceed promptly to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to satisfy the requirements of the Securities Act of 1933 (the "Securities Act"), including Rule 145 thereunder. Such Registration Statement shall contain a proxy statement of Horizon/CMS (the "Proxy Statement") containing the information required by the Securities Exchange Act of 1934 (the "Exchange Act"). HEALTHSOUTH shall take all reasonabl▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇istration Statement to be declared effective and to maintain such effectiveness until all of the Trust Indenture Act shares covered thereby have been distributed. HEALTHSOUTH shall promptly amend or supplement the Registration Statement to the extent necessary in order to make the statements therein not misleading or to correct any misstatements which have become false or misleading. HEALTH- SOUTH shall provide Horizon/CMS with copies of all filings made pursuant to this Section 7.4 and did not include shall consult with Horizon/CMS on responses to any comments made by the Staff of the SEC with respect thereto. (b) The information specifically designated as being supplied by Horizon/CMS for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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. At The information specifically designated as being supplied by Horizon/CMS for inclusion in the Applicable TimeProxy Statement shall not, at the Registration Statement and date the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Proxy Statement (as amended or supplemented by the Pricing Prospectusany amendment thereof or supplement thereto) nor the Time is first mailed to holders of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinHorizon/CMS Common Stock, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding If at any time prior to the foregoingEffective Time any event or circumstance relating to Horizon/CMS, or its officers or directors, should be discovered by Horizon/CMS that is required, under the Company does applicable provisions of the Securities Act or Exchange Act or the rules and regulations of the SEC thereunder to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Horizon/CMS shall promptly so inform HEALTHSOUTH. All documents, if any, that Horizon/CMS is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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. The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Proxy Statement to be sent to the holders of Horizon/CMS Common Stock in connection with the Special Meeting shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Horizon/CMS Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any representation time prior to the Effective Time any event or warranty circumstance relating to HEALTHSOUTH or its officers or directors, should be discovered by HEALTHSOUTH that is required, under the applicable provisions of the Securities Act or Exchange Act or the rules and regulations of the SEC thereunder to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, HEALTHSOUTH shall promptly inform Horizon/CMS and shall promptly file such amendment to the Registration Statement. All documents that HEALTHSOUTH is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Prior to the Closing Date, HEALTHSOUTH shall use its reasonable, good faith efforts to cause the shares of HEALTHSOUTH Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable securities or Blue Sky laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (e) Prior to the Closing Date, HEALTHSOUTH shall file an additional listing application (the "Listing Application") with the Exchange relating to the shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger, and shall use its reasonable, good faith efforts to cause such shares of HEALTHSOUTH Common Stock to be approved for listing on the Exchange, upon official notice of issuance, prior to the Closing Date. (f) Horizon/CMS shall furnish all information to HEALTHSOUTH with respect to Underwriter InformationHorizon/CMS and the Horizon/CMS Subsidiaries and Horizon/CMS Other Entities as HEALTHSOUTH may reasonably request for inclusion in the Registration Statement, the Proxy Statement and the Listing Application, and shall otherwise cooperate with HEALTHSOUTH in the preparation and filing of such documents.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on September 30, 2024. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on August 24, 2022. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on May 3, 2011. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6. of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with General Instruction I.B.6. of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on June 22, 2016. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on September 14, 2022. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Information.the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. DOCPROPERTY "CUS_DocIDChunk0" 4891-9404-5494\2

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been presently filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on amendment thereto, including any information deemed to be included therein pursuant to the part rules and regulations of the SEC for additional information pertaining to promulgated under the Registration Statement has been Securities Act, complied with. As (or, in the case of amendments filed after the date of this Agreement, will comply) as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and did not include (or, in the case of amendments filed after the date hereof, 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 in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectusfinancial statements of the Company and Gemini Space Station, LLC included in the Registration Statement comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company and Gemini Space Station, LLC as of its date and as for the dates thereof and the results of operations and cash flows for the periods presented, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the absence of complete footnotes. The statistical information regarding Company operations included in the Registration Statement (including Monthly Transacting Users (MTUs), Lifetime Transacting Users (LTUs), Card Sign-Ups, Trading Volume, and Assets on Platform) has been prepared on a basis consistent with the financial statements and books and records of the Closing Date, did not Company and will not include any untrue statement of a fairly presents in all material fact or omit to state any material fact required to be stated therein or necessary to make the statements respects each item included therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 20, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Closing Datedate of this Agreement the Company is not, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The (a) Purchaser 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 Purchaser with the SEC in connection with the issuance of Purchaser Common Stock in the Parent Merger (including the proxy statement and prospectus and other proxy solicitation materials of Seller constituting a part thereof (the “Proxy/Prospectus”) and all related documents). Seller agrees to cooperate, and to cause its Subsidiaries to cooperate, with Purchaser, its counsel and its accountants, in preparation of the Registration Statement is an and the Proxy/Prospectus; and provided that Seller and its Subsidiaries have cooperated as required above, Purchaser agrees to file the Registration Statement, which will include the form of Proxy/Prospectus with the SEC as promptly as reasonably practicable but in no event later than 60 days after the date hereof. Each of Seller and Purchaser agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after filing thereof. Purchaser also agrees to use all reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “automatic shelf registration statementBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. Seller agrees to furnish to Purchaser all information concerning Seller, its Subsidiaries, officers, directors and shareholders as may be reasonably requested in connection with the foregoing. (b) Each of Seller and Purchaser agrees, as defined under Rule 405 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) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At , and (ii) the Applicable TimeProxy/Prospectus and any amendment or supplement thereto will, at the Registration Statement and the Pricing Prospectus conformed in all material respects date of mailing to the requirements Seller Common Shareholders and at the time of the Securities ActSeller Meeting, as the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were madecase may be, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include 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 such statement is made, not false or misleading. Notwithstanding Each of Seller and Purchaser further agrees that if it shall become aware prior to the foregoing, Effective Date of any information furnished by it that would cause any of the Company does not make any representation statements in the Proxy/Prospectus to be false or warranty misleading with respect to Underwriter Informationany 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/Prospectus. (c) Purchaser agrees to advise Seller, promptly after Purchaser 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 Purchaser 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. The Registration Statement is an “automatic shelf registration statement” (as defined under meets the requirements set forth in Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2415(a)(1)(x) under the Securities Act and complies with said Rule and the U.S. Preliminary Prospectus Supplement and U.S. Prospectus Supplement will meet the requirements set forth in Rule 424(b). The Company has been received by advised the Company; Representative of all further information (financial and no other) with respect to the Company required to be set forth therein in the Registration Statement, the U.S. Preliminary Prospectus Supplement and U.S. Prospectus Supplement. The Registration Statement has become effective under the Securities Act. The Company has filed with the SEC the Rule 462(b) Registration Statement under the Securities Act on or prior to the date hereof and the Rule 462(b) Registration Statement became effective for the registration of the securities covered thereby, including the Units and the securities underlying the Units, under the Securities Act prior to the time of execution of this Agreement. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC is in effect and no proceeding proceedings for that such purpose have been instituted or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is are pending or, to the knowledge of the Company, is are contemplated or threatened by the SEC, . The U.S. Preliminary Prospectus and any request on the part of U.S. Prospectus when filed complied in all material respects with the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed Securities Act and is identical in all material respects to the requirements copies thereof delivered to the Underwriters for use in connection with the offer and sale of the Units. Each of the Registration Statement and any post-effective amendment thereto, at the time each part thereof became effective pursuant to the Securities Act and at the Trust Indenture Closing Date and each Option Closing Date, complied and will comply in all material respects with the Securities Act and did not include and, any amendment or supplement thereto, 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. At As of the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included did not, and at the time of the Closing Date and each Option Closing Date, the Time of Sale Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The U.S. Preliminary Prospectus and the U.S. Prospectus, each as amended or supplemented, each as of its date and as of at the Closing Date and each Option Closing Date, did not and will not include 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, in the light of the circumstances under which they were made, not misleading. Notwithstanding The representations and warranties set forth in the foregoingthree immediately preceding sentences shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company does by an Underwriter specifically for use in the preparation thereof as set forth in Section 10(2). There are no agreements, contracts, arrangements or understandings (written or oral) or other documents required to be described in the Time of Sale Prospectus or the U.S. Prospectus or to be filed as exhibits to the Registration Statement which have not make any representation been described or warranty with respect to Underwriter Informationfiled as required.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on July 20, 2012. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the CompanyCompany ; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (As promptly as defined under Rule 405 under practicable after the Securities Act) that has been filed execution of this Agreement, CFB will file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) a registration statement on Form S-4 under the Securities Act (the "Registration Statement") and any other applicable documents, which will include a prospectus and joint proxy statement (the "Proxy Statement"), and will use its best efforts to cause the Registration Statement to become effective under the Securities Act and applicable state securities laws as soon as practicable. CFB shall advise Republic promptly when the Registration Statement has been received by become effective and of any supplements or amendments thereto, and CFB shall furnish Republic with copies of all such documents. At the Company; time the Registration Statement becomes effective, the Registration Statement and no order suspending the effectiveness Proxy Statement will comply in all material respects with the provisions of the Securities Act and the published rules and regulations thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading. At the time of mailing thereof to Republic shareholders, at the time of Republic shareholders' meeting referred to in Section 4.1(b) hereof and at the Effective Time of the Merger, the Proxy Statement included as part of the Registration Statement or any part amendment thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orsupplement thereto, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were are made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact misleading or omit to state any a material fact required to be stated therein or necessary to make the statements therein, correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of any proxy for Republic shareholders' meeting; PROVIDED, HOWEVER, that none of the provisions of this subparagraph shall apply to statements in or omissions from the Registration Statement or the Proxy Statement made in reliance upon and in conformity with information furnished by Republic or the Bank for use in the Registration Statement or the Proxy Statement. CFB shall bear the costs of all SEC filing fees with respect to the Registration Statement, the costs of printing the Proxy Statement, and the costs of qualifying the shares of CFB Common Stock under state blue sky laws as necessary.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been filed HEALTHSOUTH shall prepare and file with the SEC not earlier than three years prior and any other applicable regulatory bodies, as soon as reasonably practicable, a Registration Statement on Form S-4 with respect to the date shares of HEALTHSOUTH Common Stock to be issued in the Pricing Agreement; no notice of objection of Merger (the SEC to the use of such "Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECStatement"), and any request on the part of the SEC for additional information pertaining will otherwise proceed promptly to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to satisfy the requirements of the Securities Act of 1933 (the "Securities Act"), including Rule 145 thereunder. Such Registration Statement shall contain a proxy statement of Health Images (the "Proxy Statement") containing the information required by the Securities Exchange Act of 1934 (the "Exchange A▇▇"). ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ take all reasonable steps to cause the Registration Statement to be declared effective and to maintain such effectiveness until all of the shares covered thereby have been distributed. HEALTHSOUTH shall promptly amend or supplement the Registration Statement to the extent necessary in order to make the statements therein not misleading or to correct any misstatements which have become false or misleading. HEALTHSOUTH shall use its reasonable, good faith efforts to have the Registration Statement cleared by the SEC under the provisions of the Securities Act and the Trust Indenture Act Exchange Act. HEALTHSOUTH shall provide Health Images with copies of all filings made pursuant to this Section 7.4 and did not include shall consult with Health Images on responses to any comments made by the Staff of the SEC with respect thereto. (b) The information specifically designated as being supplied by Health Images for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective and at the time the Proxy Statement is first mailed to holders of Health Images Common Stock, 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. At The information specifically designated as being supplied by Health Images for inclusion in the Applicable TimeProxy Statement shall not, at the Registration Statement and date the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Proxy Statement (as amended or supplemented by the Pricing Prospectusany amendment thereof or supplement thereto) nor the Time is first mailed to holders of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinHealth Images Common Stock, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding If at any time prior to the foregoingEffective Time any event or circumstance relating to Health Images, or its officers or directors, should be discovered by Health Images which should be set forth in an amendment to the Company does Registration Statement or a supplement to the Proxy Statement, Health Images shall promptly inform HEALTHSOUTH. All documents, if any, that Health Images is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective and at the time the Proxy Statement is first mailed to holders of Health Images Common Stock, 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. The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Proxy Statement to be sent to the holders of Health Images Common Stock in connection with the Special Meeting shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Health Images Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any representation time prior to the Effective Time any event or warranty circumstance relating to HEALTHSOUTH or its officers or directors, should be discovered by HEALTHSOUTH which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, HEALTHSOUTH shall promptly inform Health Images and shall promptly file such amendment to the Registration Statement. All documents that HEALTHSOUTH is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Prior to the Closing Date, HEALTHSOUTH shall use its reasonable, good faith efforts to cause the shares of HEALTHSOUTH Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable securities or Blue Sky laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (e) Prior to the Closing Date, HEALTHSOUTH shall file an additional listing application (the "Listing Application") with the Exchange relating to the shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger, and shall use its reasonable, good faith efforts to cause such shares of HEALTHSOUTH Common Stock to be approved for listing on the Exchange, upon official notice of issuance, prior to the Closing Date. (f) Health Images shall furnish all information to HEALTHSOUTH with respect to Underwriter InformationHealth Images and the Health Images Subsidiaries and Health Images Other Entities as HEALTHSOUTH may reasonably request for inclusion in the Registration Statement, the Proxy Statement and the Listing Application, and shall otherwise cooperate with HEALTHSOUTH in the preparation and filing of such documents.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has become effective under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; , and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC is in effect, and no proceeding proceedings for that such purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is are pending or, to the knowledge of the Company, is contemplated before or threatened by the SEC, ; and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, ; the Registration Statement conformed in all material respects to the requirements did not, as of the Securities Act Effective Date, and will not as of the date of this Agreement and the Trust Indenture Act and did not include any Closing, contain 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 not misleading. At ; provided, that no representation or warranty is made as to information contained in or omitted from the Applicable Time, Registration Statement in reliance upon and in conformance with written information furnished to the Company by Purchaser or its representatives; the Registration Statement and the Pricing Prospectus any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act; the Prospectus will not, at time the Trust Indenture ActProspectus or any amendment or supplement thereto was issued and at the Closing Date, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any contain an untrue statement of a material fact or omitted omit to state any 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, therein not misleading. The Prospectus; provided, that no representation or warranty is made as of to information contained in or omitted from the Prospectus in reliance upon and in conformance with written information furnished to the Company by Purchaser or its date representatives; and as of the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, did not conformed and will not include any untrue statement of a conform in all material fact or omit respects to state any material fact required to be stated therein or necessary to make the statements therein, in light requirements of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter InformationSecurities Act.

Registration Statement. To the extent the Company decides to proceed with the Placement, the Company will use its currently effective Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) a under the Securities Act of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the resale of the Securities to be offered and sold in the Placement. The Registration Statement is an “automatic shelf registration statement” (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Spartan and counsel to Spartan. Other than any information provided by Spartan in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to of the date of the Pricing Agreement; no notice of objection offer or sale of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orSecurities, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Spartan immediately of such event and Spartan will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 24, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC U.S. Securities and Exchange Commission (the “Commission”), and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part Commission. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the date of its applicable this Agreement and at each deemed effective datedate thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. or General Instruction I.B.6. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, not misleading. Notwithstanding other than the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on June 29, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by the SEC, and any request on the part in writing to do so. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the Execution Date and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of its applicable effective datethe Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Notwithstanding The Company meets all of the foregoingrequirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets in all material respects the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Execution Date the Company is, not an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior Warrant Shares are registered for issuance to the date Holder on the registration statement on Form S-3 (No. 333-217094) (the “Registration Statement”), and the Company knows of the Pricing Agreement; no notice of objection of the SEC to the use of reasons why such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under shall not remain available for the Securities Act has been received by issuance of such Warrant Shares for the Company; and no order suspending foreseeable future. At the effectiveness of time the Registration Statement or and any part thereof has been issued by the SEC amendments thereto became effective and no proceeding for that purpose or pursuant to Section 8A as of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to date hereof the Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and of 1933, as amended (the Trust Indenture Act “Securities Act”) and did not include and 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. At the Applicable Time, The Prospectus contained in the Registration Statement (the “Prospectus”) and any amendments or supplements thereto, at the Pricing time the Prospectus conformed or any amendment or supplement thereto was issued and as of the date hereof, complied, and will comply, in all material respects to with the requirements of the Securities Act, the Trust Indenture ActAct and did not, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date Registration Statement is effective and as available for the issuance of the Closing Date, did not Warrant Shares and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does has not make received any representation notice that the Securities and Exchange Commission (the “SEC”) has issued or warranty intends to issue a stop-order with respect to Underwriter Informationthe Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The Registration Statement and any prospectus included therein, complied in all material respects with the requirements of the 1933 Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder and all other applicable laws and regulations. The Company shall use commercially reasonable efforts to keep the Registration Statement effective and available for use by the Holder until all Warrant Shares are issued to the Holder. The Warrant Shares shall be issued without restrictive legend and shall be immediately freely-tradable by Holder.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on June 10, 2022. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The "Plan of Distribution" section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to Applicable Law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been filed HEALTHSOUTH shall prepare and file with the SEC not earlier than three years prior and any other applicable regulatory bodies, as soon as reasonably practicable, a Registration Statement on Form S-4 with respect to the date shares of HEALTHSOUTH Common Stock to be issued in the Pricing Agreement; no notice of objection of Merger (the SEC to the use of such "Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECStatement"), and any request on the part of the SEC for additional information pertaining will otherwise proceed promptly to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to satisfy the requirements of the Securities Act of 1933 (the "Securities Act"), including Rule 145 thereunder. Such Registration Statement shall contain a proxy statement of Horizon/CMS (the "Proxy Statement") containing the information required by the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). HEALTHSOUTH shall take all reasonable steps to cause the Registration Statement to be declared effective and to maintain such effectiveness until all of the Trust Indenture Act shares covered thereby have been distributed. HEALTHSOUTH shall promptly amend or supplement the Registration Statement to the extent necessary in order to make the statements therein not misleading or to correct any misstatements which have become false or misleading. HEALTHSOUTH shall provide Horizon/CMS with copies of all filings made pursuant to this Section 7.4 and did not include shall consult with Horizon/CMS on responses to any comments made by the Staff of the SEC with respect thereto. (b) The information specifically designated as being supplied by Horizon/CMS for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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. At The information specifically designated as being supplied by Horizon/CMS for inclusion in the Applicable TimeProxy Statement shall not, at the Registration Statement and date the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Proxy Statement (as amended or supplemented by the Pricing Prospectusany amendment thereof or supplement thereto) nor the Time is first mailed to holders of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereinHorizon/CMS Common Stock, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding If at any time prior to the foregoingEffective Time any event or circumstance relating to Horizon/CMS, or its officers or directors, should be discovered by Horizon/CMS that is required, under the Company does applicable provisions of the Securities Act or Exchange Act or the rules and regulations of the SEC thereunder to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, Horizon/CMS shall promptly so inform HEALTHSOUTH. All documents, if any, that Horizon/CMS is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Registration Statement shall not, at the time the Registration Statement is declared effective, 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. The information specifically designated as being supplied by HEALTHSOUTH for inclusion in the Proxy Statement to be sent to the holders of Horizon/CMS Common Stock in connection with the Special Meeting shall not, at the date the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to holders of Horizon/CMS Common Stock, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. If at any representation time prior to the Effective Time any event or warranty circumstance relating to HEALTHSOUTH or its officers or directors, should be discovered by HEALTHSOUTH that is required, under the applicable provisions of the Securities Act or Exchange Act or the rules and regulations of the SEC thereunder to be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, HEALTHSOUTH shall promptly inform Horizon/CMS and shall promptly file such amendment to the Registration Statement. All documents that HEALTHSOUTH is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (d) Prior to the Closing Date, HEALTHSOUTH shall use its reasonable, good faith efforts to cause the shares of HEALTHSOUTH Common Stock to be issued pursuant to the Merger to be registered or qualified under all applicable securities or Blue Sky laws of each of the states and territories of the United States, and to take any other actions which may be necessary to enable the Common Stock to be issued pursuant to the Merger to be distributed in each such jurisdiction. (e) Prior to the Closing Date, HEALTHSOUTH shall file an additional listing application (the "Listing Application") with the Exchange relating to the shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger, and shall use its reasonable, good faith efforts to cause such shares of HEALTHSOUTH Common Stock to be approved for listing on the Exchange, upon official notice of issuance, prior to the Closing Date. (f) Horizon/CMS shall furnish all information to HEALTHSOUTH with respect to Underwriter InformationHorizon/CMS and the Horizon/CMS Subsidiaries and Horizon/CMS Other Entities as HEALTHSOUTH may reasonably request for inclusion in the Registration Statement, the Proxy Statement and the Listing Application, and shall otherwise cooperate with HEALTHSOUTH in the preparation and filing of such documents.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Acta) that has been filed DHI shall prepare and file with the SEC not earlier than three years prior and any other applicable regulatory bodies, as soon as reasonably practicable, a Registration Statement on 42 D.R. Horton, Inc. / Schuler Homes, Inc. ▇▇▇▇▇ment and Plan of Merger Form S-4 with respect to the date shares of the Pricing Agreement; no notice of objection of DHI Common Stock to be issued in the SEC to Merger (together with any amendments or supplements thereto, the use of such "Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECStatement"), and any request on the part of the SEC for additional information pertaining will otherwise proceed promptly to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to satisfy the requirements of the Securities Act Act, including Rule 145 thereunder. Such Registration Statement shall contain a joint proxy statement of DHI and of the Company prepared by DHI and the Trust Indenture Company containing the information required by the Exchange Act (together with any amendments or supplements thereto, the "Proxy Statement"). DHI shall use its reasonable best efforts to cause the Registration Statement to be declared effective and did to maintain such effectiveness as long as is necessary to consummate the Merger. DHI shall promptly amend or supplement the Registration Statement to the extent necessary in order to make the statements therein not include misleading or to correct any statements which have become false or misleading. The Company and DHI shall use their reasonable best efforts to have the Proxy Statement approved by the SEC under the provisions of the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review and comment on the filings made pursuant to this SECTION 6.3 prior to their filing with the SEC and shall be provided with any comments DHI and its counsel may receive from the SEC or its staff with respect to such filings promptly after receipt of such comments. (b) The information specifically designated as being supplied by the Company for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is declared effective or at the time the Proxy Statement is first mailed to holders of the Company Common Stock, 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. At The information specifically designated as being supplied by the Applicable TimeCompany for inclusion or incorporation by reference in the Proxy Statement shall not, at the Registration date the Proxy Statement is first mailed to holders of the Company Common Stock and the Pricing Prospectus conformed in all material respects to the requirements of the Securities ActDHI Common Stock, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. Notwithstanding If at any time prior to the foregoingEffective Time, any event or circumstance relating to the Company, or its officers or directors, should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Proxy Statement, the Company does shall promptly inform DHI. All documents, if any, that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (c) The information specifically designated as being supplied by DHI for inclusion or incorporation by reference in the Registration Statement shall not, at the time the Registration Statement is declared effective or at the time the Proxy Statement is first mailed to holders of the Company Common Stock and the DHI Common Stock, 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 make any representation or warranty with respect to Underwriter Information.misleading. The information specifically designated as being supplied by DHI for inclusion or

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on October 12, 2017. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. (a) The parties agree jointly to prepare a registration statement on Form S-4 (the "Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities ActStatement") that has been to be filed by Vail Banks with the SEC not earlier than three years prior in connection with the issuance of Vail Banks Common Stock pursuant to the date Merger Agreement. The parties agree to cooperate with the other party, its counsel and its accountants, in the preparation of the Pricing Registration Statement; and provided that both parties have cooperated as provided above, Vail Banks agrees to file the Registration Statement with the SEC as soon as reasonably practicable after the execution of this Agreement; no notice of objection . Each of the SEC Company and Vail Banks agrees to use all reasonable efforts to cause the use of such Registration Statement or any post-to be declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received of 1933 as promptly as reasonably practicable after any SEC comments are resolved. Vail Banks also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to furnish to Vail Banks all information concerning Company and United Valley Bank, their subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Company; foregoing. (b) Each of Company and no order suspending Vail Banks agrees that none of the effectiveness of information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement and each amendment or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of supplement thereto, if any, becomes effective under the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or1933, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, misleading in light of the circumstances under which they such statements were made, not misleading. The Prospectus, as of its date and as Each of the Company and Vail Banks further agrees that if it shall become aware prior to the Closing DateDate of any information furnished by it that would cause any of the statements in the Registration Statement to be false or misleading with respect to any material fact, did not and will not include any untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not false or misleading, in light to promptly inform the other party thereof and to take the necessary steps to the Registration Statement. (c) Vail Banks agrees to advise Company, promptly after Vail Banks receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleadingof the issuance of any stop order or the suspension of the qualification of Vail Banks 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. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.ARTICLE IV ---------- OTHER AGREEMENTS ----------------

Registration Statement. The (a) Acquired Corporation shall furnish all information to Buyer with respect to any Acquired Corporation Company including financial statements of Acquired Corporation as Buyer may reasonably request for inclusion in the Registration Statement, the Buyer Proxy Statement and the Buyer’s application for listing on NASDAQ of Buyer’s Common Stock to be registered by the Registration Statement, and such information and financial statements shall satisfy the requirements of SEC Form S-4 and SEC Regulation S-X under the 1933 Act, as applicable. (b) None of the information supplied or to be supplied by Acquired Corporation for inclusion in the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been to be filed by Buyer with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of will, when the Registration Statement becomes effective, be false or misleading with respect to any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending ormaterial fact, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not 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. At None of the Applicable Timeinformation 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 Registration Statement SEC, or any other Agency in connection with the transactions contemplated hereby will, at the respective time such documents are filed and the Pricing Prospectus conformed in all material respects with respect to the requirements Acquired Corporation Proxy Statement, when first mailed to the stockholders of the Securities Act, the Trust Indenture ActAcquired Corporation, and neither with respect to the Registration Buyer Proxy Statement (as amended when first mailed to the stockholders of Buyer, be false or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included misleading with respect to any untrue statement of a material fact fact, or omitted omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, or in light the case of the circumstances under which they were madeAcquired Corporation Proxy Statement or any amendment thereof or supplement thereto, not misleading. The Prospectus, as of its date and as at the time of the Closing DateAcquired Corporation Stockholders’ Meetings, did not and will not include in the case of the Buyer Proxy Statement or any untrue statement amendment thereof or supplement thereto, at the time of a the Buyer Stockholders’ Meeting, be false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of proxies for the respective Stockholders’ Meetings.

Registration Statement. The To the extent the Company decides to proceed with the Placement, the Company will, as soon as practicable and in no event later than the times set forth in the registration rights agreement to be entered into with the investors in the Placement (“Registration Rights Agreement”), prepare and file with the Securities and Exchange Commission (the “Commission”) a Registration Statement is an on Form S-1 (the “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus and prospectus supplement included therein (together, the “Prospectus”) covering the sale and resale of the shares underlying the Investor Warrants and Placement Agent Warrants (collectively, the “Unregistered Securities”) to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to the investors, Aegis and counsel to the investors and Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of investors or Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateUnregistered Securities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Unregistered Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Unregistered Securities until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the SEC on August 2, 2018. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against under the Company or related terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and will sale of any of the Securities, and, until the Investor does not include hold any untrue statement of a the Securities, shall not distribute any offering material fact in connection with the offering and sale of any of the Securities, to or omit to state any material fact required to be stated therein or necessary to make by the statements thereinInvestor, in light of each case, other than the circumstances under which they were made, not misleading. Notwithstanding the foregoingRegistration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company’s registration statement on Form S-1, filed in connection with the Concurrent Public Offering (the “Registration Statement is an Statement”), and any amendment thereto, including any information deemed to be included therein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “automatic shelf registration statement” (as defined under Rule 405 SEC”) promulgated under the Securities Act) that has been , complied (or, in the case of amendments filed with the SEC not earlier than three years prior to after the date of the Pricing this Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2, will comply) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As as of its applicable effective date, the Registration Statement conformed filing date in all material respects to with the requirements of the Securities Act and the Trust Indenture Act rules and regulations of the SEC promulgated thereunder, and as of its filing date, did not, and as of the date hereof, does not include (or, in the case of amendments filed after the date hereof, 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 in order to make the statements therein not misleading. At As of the Applicable Timedate it is declared effective by the SEC, the Registration Statement Statement, as so amended, and the Pricing Prospectus conformed any related registration statements, will comply in all material respects to with the requirements of the Securities Act, Act and the Trust Indenture Actrules and regulations of the SEC promulgated thereunder, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included will not contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty with respect to Underwriter Information.

Registration Statement. The Registration Statement is an “automatic shelf To the extent the Company decides to proceed with the Placement, the Company will use its registration statement” (as defined under Rule 405 under the Securities Act) that has been statement filed with the SEC not earlier than three years prior to Securities and Exchange Commission (the date of “Commission”) on Form S-1 (File No. 333-286986) (the Pricing Agreement; no notice of objection of the SEC to the use of such “Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2Statement”) under the Securities Act has been received of 1933, as amended (the “Securities Act”) and a prospectus included therein (the “Prospectus”) covering the Securities to be offered and sold in the Placement. The Registration Statement (including the Prospectus therein), and all amendments and supplements thereto, will be in form reasonably satisfactory to Aegis and counsel to Aegis. Other than any information provided by the Company; and no order suspending the effectiveness of Aegis in writing specifically for inclusion in the Registration Statement or the Prospectus, the Company will be solely responsible for the contents of its Registration Statement and Prospectus and any part thereof has been issued and all other written or oral communications provided by the SEC and no proceeding for that purpose or pursuant to Section 8A on behalf of the Securities Act against Company to any actual or prospective investor of the Securities, and the Company or related to the offering represents and warrants that such materials and such other communications will not, as of the Securities has been initiated or is pending or, to the knowledge date of the Company, is contemplated offer or threatened by the SEC, and any request on the part sale of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateSecurities, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as If at any time prior to the completion of the Closing Date, did not offer and will not include any sale of the Securities an event occurs that would cause the Registration Statement or Prospectus (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or warranty with respect amendment to Underwriter Informationthe Registration Statement or Prospectus that corrects such statement or omission.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on August 1, 2011. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6. of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with General Instruction I.B.6. of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on November 23, 2009. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has been issued by threatened in writing to do so. The “Plan of Distribution” section of the SEC and no proceeding for that purpose or pursuant to Section 8A Prospectus permits the issuance of the Securities Act against hereunder. At the Company or related time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to the offering Rule 430B(f)(2) of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.6. of Form S-3 and the Staff Interpretations, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that, for so long as the Company is subject to General Instruction I.B.6. of Form S-3 and the Staff Interpretations, the Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in non-compliance with General Instruction I.B.6. of Form S-3 and the Staff Interpretations. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingSecurities, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not make hold any representation of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or warranty by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by the Investor, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on August 24, 2023. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The "Plan of Distribution" section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a "free writing prospectus" as defined in Rule 405 under the Securities Act.

Registration Statement. The IBKC agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, and (ii) that has been filed with the SEC not earlier than three years prior FPHI Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to shareholders and at the date time of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orFPHI Meeting, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At IBKC further agrees that if it shall become aware before the Applicable Time, effectiveness of the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of any information furnished by such party that would cause any of the Securities Act, the Trust Indenture Act, and neither statements in the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact Proxy Statement to be false or omitted misleading with respect to state any material fact required fact, or to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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 thereintherein not false or misleading, in light to promptly inform FPHI thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. IBKC agrees to advise FPHI, promptly after IBKC receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleadingof the issuance of any stop order or the suspension of the qualification of IBKC Shares for offering or sale in any jurisdiction, of the initiation or, to the extent IBKC 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. Notwithstanding IBKC agrees to promptly provide to FPHI copies of all correspondence between IBKC or any of its representatives, on the foregoingone hand, and the Company does not make any representation or warranty with respect to Underwriter InformationSEC, on the other hand.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on August 30, 2018. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Shelf Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by in writing to do so. The “Plan of Distribution” section of the SEC, Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date hereof and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any contain 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 not misleading; provided that this representation and warranty does not apply to statements in light or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the circumstances under which they were madeInvestor expressly for use therein. The Company meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and issuance of the Securities contemplated by this Agreement, and the SEC has not misleadingnotified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. Notwithstanding The Registration Statement, as of its effective date, meets the foregoingrequirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the date hereof the Company is not, an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and issuance of any of the Securities, and until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act without the consent of the Investor.

Registration Statement. The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement was declared effective by order of the ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇▇▇ No. 333-236416). The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Securities thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part thereof has been issued by order preventing or suspending the SEC and no proceeding for that purpose or pursuant to Section 8A use of the Securities Act against the Company Prospectus or related to the offering of the Securities has been initiated any Prospectus Supplement, in either case, either temporarily or is pending permanently or intends or, to the knowledge of the Company, is contemplated or has threatened by the SEC, and any request on the part in writing to do so. The “Plan of Distribution” section of the SEC for additional information pertaining to Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Registration Statement has been complied with. As and any amendments thereto became effective, at the Execution Date and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of its applicable effective datethe Securities Act, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Notwithstanding The Company meets all of the foregoingrequirements for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1 of Form S-3 and the conditions set forth in Instruction 3 to General Instruction I.B.6 of Form S-3 for the offering and sale of the Securities contemplated by this Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the Execution Date the Company is, not an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Securities, and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on July 2, 2019. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Purchase Shares thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities Purchase Shares has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was filed and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, not misleading. Notwithstanding other than the foregoingShelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not made and shall not make any representation or warranty with respect an offer relating to Underwriter Informationthe Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. Ituran agrees, represents and warrants as follows: (a) Ituran has prepared and filed or shall use its reasonable best efforts to prepare and, as soon as practicable after the date hereof, file with the SEC a Registration Statement on Form F-3 covering the resale of all of the Registrable Securities. The Registration Statement is an “automatic shelf registration statement” (prepared pursuant hereto shall register for resale all of the Registrable Securities. Ituran shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as defined under Rule 405 under the Securities Act) that has been filed soon as practicable and shall file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to in accordance with Rule 401(g)(2) 424 under the Securities Act has been received by the Company; and no order suspending Prospectus to be used in connection with sales pursuant to the effectiveness of Registration Statement. (b) At the time the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateamendments thereto become effective, the Registration Statement conformed and any supplements and amendments thereto will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did will not include 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. At the Applicable Time, the Registration Statement ; and the Pricing Prospectus conformed and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto is issued, will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Ituran has not, in the twelve (12) months preceding the date hereof, received notice from any trading market on which the Ituran Shares is or have been listed or quoted to the effect that Ituran is not in compliance with the listing or maintenance requirements of such trading market. The ProspectusIturan is, as of and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. (d) Ituran shall use its date and as reasonable best efforts to maintain the effectiveness of the Closing Date, did Registration Statement during the Effectiveness Period. (e) In the event that Form F-3 is not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make available for the statements therein, in light registration of the circumstances resale of the Registrable Securities hereunder or Ituran is not eligible to use Form F-3 to register the Registrable Securities for resale under applicable SEC rules and regulations, then, Ituran shall (i) register the resale of the Registrable Securities on Form F-1 or another appropriate SEC form that Ituran is then eligible to use which they were madeis reasonably acceptable to the Required Holders and (ii) undertake to register the Registrable Securities on Form F-3 as promptly as reasonably practicable after Ituran becomes eligible to us such form; provided, not misleading. Notwithstanding however, that the foregoingIturan shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form F-3 covering all of the Registrable Securities has been declared effective by the SEC, or if earlier, until the Company does not make any representation or warranty with respect to Underwriter Informationend of the Effectiveness Period (as defined in Section 3(a)).

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under TMCS shall promptly prepare, with the Securities Act) that has been filed cooperation of the Company with respect to information relating to the Company or its sale of the Purchaser Shares, and TMCS shall file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such as soon as practicable after Closing a Registration Statement or any post-effective amendment thereto pursuant on Form S-1, or, if Purchaser is eligible to Rule 401(g)(2file a Registration Statement on Form S-3, on Form S-3 (the "REGISTRATION STATEMENT") under the Securities Act has been received by Act, with respect to the Company; and no order suspending Purchaser Shares, but in any event within 30 days following the effectiveness Closing. TMCS, with the cooperation of the Company with respect to information relating to the Company or its sale of the Purchaser Shares, shall cause the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related comply as to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed form in all material respects to with the requirements applicable provisions of the Securities Act and the Trust Indenture Act rules and did regulations thereunder. TMCS shall use all reasonable efforts, and the Company will cooperate with TMCS, to have the Registration Statement declared effective by the SEC as promptly as practicable. TMCS shall use its reasonable efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities law or "Blue Sky" permits or approvals required to carry out the sale of the Purchaser Shares by the Company and will pay all expenses incident thereto. TMCS agrees that the Registration Statement and each amendment or supplement thereto at the time it is filed or becomes effective, will not include any 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. At ; PROVIDED, HOWEVER, that the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects foregoing shall not apply to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included extent that any such untrue statement of a material fact or omitted omission to state any a material fact was made by TMCS in reliance upon and in conformity with information concerning the Company furnished to TMCS by the Company specifically for use in the Registration Statement. The Company agrees that the information provided by it for inclusion in the Registration Statement and each 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. The ProspectusTMCS shall advise the Company, as of its date and as promptly after it receives notice thereof, of the Closing Date, did not and will not include any untrue statement time when the Registration Statement has become effective. TMCS shall cause the Registration Statement to remain effective until the earlier of a material fact or omit to state any material fact required to be stated therein or necessary to make (1) the statements therein, in light date at which all of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Purchaser Shares have been sold by the Company does not make any representation or warranty with respect to Underwriter Information(2) the three month anniversary of the date on which the Registration Statement was declared effective.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under in conformity with the requirements of the Securities Act) that has , which became effective on [____], including the Prospectus, and such amendments and supplements thereto as may have been filed with the SEC not earlier than three years prior required to the date of the Pricing this Agreement; no notice of objection of the SEC to the use of such . The Shelf Registration Statement or any post-is effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no stop order preventing or suspending the effectiveness of the Shelf Registration Statement or any part thereof suspending or preventing the use of the Prospectus has been issued by the SEC Commission and no proceeding proceedings for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has have been initiated or is pending instituted or, to the knowledge of the Company, is contemplated or are threatened by the SECCommission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at the SEC for additional information pertaining to Closing Date, the Shelf Registration Statement has been complied with. As of its applicable effective date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as Company was at the time of the Closing Date, did not and will not 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, in light filing of the circumstances Shelf Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under which they were made, not misleading. Notwithstanding the foregoing, Securities Act and it meets the Company does not make any representation or warranty requirements with respect to Underwriter Informationthe aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3.

Registration Statement. The A. IBG agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 shall, 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) that has been filed with the SEC not earlier than three years prior Proxy Statement and any amendment or supplement thereto shall, at the date(s) of mailing to shareholders and at the date time of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending orMeeting, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At IBG further agrees that if it shall become aware before the Applicable Time, effectiveness of the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of any information furnished by such party that would cause any of the Securities Act, the Trust Indenture Act, and neither statements in the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact Proxy Statement to be false or omitted misleading with respect to state any material fact required fact, or to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not 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 thereintherein not false or misleading, in light to promptly inform HCBI thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement. IBG agrees to advise HCBI, promptly after IBG receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleadingof the issuance of any stop order or the suspension of the qualification of IBG Shares for offering or sale in any jurisdiction, of the initiation or, to the extent IBG 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. Notwithstanding IBG agrees to promptly provide to HCBI copies of all correspondence between IBG or any of its representatives, on the foregoingone hand, and the Company does not make any representation or warranty with respect to Underwriter InformationSEC, on the other hand.

Registration Statement. (i) The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 has been declared effective by the Commission under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending instituted or, to the knowledge of the CompanyParent, is contemplated or threatened by the SEC, Commission; and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement Supplement (as amended or supplemented by if the Pricing ProspectusParent shall have furnished any amendments or supplements thereto) nor comply, or will comply, as the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements thereincase may be, in light all material respects with the Securities Act, and the rules and regulations of the circumstances under which they were madeCommission thereunder, and do not misleading. The Prospectusand will not, as of its the applicable effective date as to the Registration Statement and any amendment thereto and as of the Closing Datedate of the Prospectus Supplement and any amendment or supplement thereto, did not and will not include contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding , and the foregoingProspectus Supplement, as amended or supplemented at the Company does Closing Date, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The documents incorporated by reference in the Registration Statement, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (iii) The financial statements, and the related notes thereto, included or incorporated by reference in the Registration Statement present fairly the consolidated financial position of the Parent and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their consolidated cash flows for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis except as set forth in the notes thereto, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. (iv) Since the respective dates as of which information is given in the Registration Statement or the Prospectus Supplement, there has not been any representation material adverse change, or warranty with respect any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, financial position, stockholders’ equity or results of operations of the Parent and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Registration Statement or the Prospectus Supplement; and except as set forth or contemplated in the Registration Statement or Prospectus Supplement neither the Parent nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to Underwriter Informationthe Parent and its subsidiaries taken as a whole.

Registration Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement was declared effective by order of the SEC on May 18, 2020. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under effective pursuant to the Securities Act) Act and available for the issuance of the Purchase Shares thereunder, and the Company has not received any written notice that has been filed with the SEC not earlier than three years prior has issued or intends to issue a stop order or other similar order with respect to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2the Prospectus or that the SEC otherwise has (i) under the Securities Act has been received by the Company; and no order suspending suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any part order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares under the terms of this Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A Rule 430B(f)(2) of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective dateAct, the Registration Statement conformed and any amendments thereto complied and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Closing Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement in reliance on General Instruction I.B.1. of Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Purchase Shares to the Investor pursuant to this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date and as effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Closing Date, did not and will not include any untrue statement Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Rule 164(h)(2) of the circumstances under which they were made, not misleading. Notwithstanding Securities Act) relating to any of the foregoingPurchase Shares, the Company does was not make and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). The Company has not distributed any representation offering material in connection with the offering and sale of any of the Purchase Shares, and, until none of the Investors hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or warranty by any of the Investors, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made, and agrees that unless it obtains the prior written consent of each of the Investors it will not make, an offer relating to the Purchase Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by each of the Investors, including in respect to Underwriter Informationof timely filing with the SEC, legending and record keeping.

Registration Statement. (a) The parties agree jointly to prepare a registration statement on Form S-4 (the "Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities ActStatement") that has been to be filed by Vail Banks with the SEC not earlier than three years prior in connection with the issuance of Vail Banks Common Stock pursuant to the date Merger Agreement. The parties agree to cooperate with the other party, its counsel and its accountants, in the preparation of the Pricing Registration Statement; and provided that both parties have cooperated as provided above, Vail Banks agrees to file the Registration Statement with the SEC as soon as reasonably practicable after the execution of this Agreement; no notice of objection . Each of the SEC Company and Vail Banks agrees to use all reasonable efforts to cause the use of such Registration Statement or any post-to be declared effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received of 1933 as promptly as reasonably practicable after any SEC comments are resolved. Vail Banks also agrees to use all reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. Company agrees to furnish to Vail Banks all information concerning Company and United Valley Bank, their subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Company; foregoing. (b) Each of Company and no order suspending Vail Banks agrees that none of the effectiveness of information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement will, at the time the Registration Statement and each amendment or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant to Section 8A of supplement thereto, if any, becomes effective under the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or1933, to the knowledge of the Company, is contemplated or threatened by the SEC, and any request on the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective date, the Registration Statement conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act and did not include 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, misleading in light of the circumstances under which they such statements were made, not misleading. The Prospectus, as of its date and as Each of the Company and Vail Banks further agrees that if it shall become aware prior to the Closing DateDate of any information furnished by it that would cause any of the statements in the Registration Statement to be false or misleading with respect to any material fact, did not and will not include any untrue statement of a material fact or to omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not false or misleading, in light to promptly inform the other party thereof and to take the necessary steps to the Registration Statement. (c) Vail Banks agrees to advise Company, promptly after Vail Banks receives notice thereof, of the circumstances under which they were madetime when the Registration Statement has become effective or any supplement or amendment has been filed, not misleading. Notwithstanding of the foregoingissuance of any stop order or the suspension of the qualification of Vail Banks Common Stock for offering or sale in any jurisdiction, of the Company does not make initiation or threat of any representation proceeding for any such purpose, or warranty with respect to Underwriter Informationof any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on July 9, 2021. The Shelf Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 under the Securities Act) that has been filed with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by and available for the Company; and no issuance of the Securities thereunder. No stop order suspending the effectiveness of the Shelf Registration Statement or any part thereof has been issued by the SEC SEC, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SEC, . The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement. At the time the Shelf Registration Statement and any request on amendments thereto became effective, at the part date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the SEC for additional information pertaining to Securities Act, the Shelf Registration Statement has been and any amendments thereto complied with. As of its applicable effective date, the Registration Statement conformed and will comply in all material respects to with the requirements of the Securities Act and the Trust Indenture Act and did not include and 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. At the Applicable Time, the Registration Statement ; and the Pricing Base Prospectus conformed and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects to with the requirements of the Securities Act, the Trust Indenture Act, Act and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any did not and will not contain an untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The ProspectusCompany meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities contemplated by this Agreement in reliance on General Instruction I.B.1., and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company hereby confirms that the issuance of the Securities to the Investor in accordance with this Agreement would not result in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Registration Statement, as of its date effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company was, and as of the Closing Datedate of this Agreement the Company is, did not and will not 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, an Ineligible Issuer (as defined in light Rule 405 of the circumstances under which they were madeSecurities Act). The Company has not distributed any offering material in connection with the offering, not misleading. Notwithstanding issuance and sale of any of the foregoingSecurities, other than the Shelf Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company does has not make any representation or warranty with respect made an offer relating to Underwriter Informationthe Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act.

Registration Statement. The Registration Statement is an “automatic shelf registration statement” (As promptly as defined under Rule 405 under practicable after the Securities Act) that has been filed execution of this Agreement, CFB will file with the SEC not earlier than three years prior to the date of the Pricing Agreement; no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) appropriate documents required under the Securities Act has been received by to register the Company; exchange of CFB Common Stock for Pioneer Common Stock, and no order suspending the effectiveness of the Registration Statement will use its best efforts to cause any registration statement or any part thereof has been issued by the SEC and no proceeding for that purpose or pursuant other filing to Section 8A of become effective under the Securities Act against the Company and applicable state securities laws as soon as practicable. CFB shall advise Pioneer promptly when such registration statement has become effective with respect to this transaction and of any supplements or related to the offering of the Securities has been initiated or is pending or, to the knowledge of the Company, is contemplated or threatened by the SECamendments thereto, and any request on CFB shall furnish Pioneer with copies of all such documents. At the part of the SEC for additional information pertaining to the Registration Statement has been complied with. As of its applicable effective datetime such registration statement becomes effective, the Registration Prospectus-Proxy Statement conformed will comply in all material respects to with the requirements provisions of the Securities Act and the Trust Indenture Act published rules and did regulations thereunder, and will not include contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading. At the time of mailing thereof to the Pioneer shareholders, at the time of the Pioneer shareholders' meeting referred to in Section 4.1(b) hereof and at the Effective Time of the Merger, the Prospectus-Proxy Statement included as part of such registration statement or any amendment thereof or supplement thereto, 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. At the Applicable Time, the Registration Statement and the Pricing Prospectus conformed in all material respects to the requirements of the Securities Act, the Trust Indenture Act, and neither the Registration Statement (as amended or supplemented by the Pricing Prospectus) nor the Time of Sale Disclosure Package included any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were are made, not misleading. The Prospectus, as of its date and as of the Closing Date, did not and will not include any untrue statement of a material fact misleading or omit to state any a material fact required to be stated therein or necessary to make the statements therein, correct any statement in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company does not make any representation or warranty earlier communication with respect to Underwriter Informationthe solicitation of any proxy for the Pioneer shareholders' meeting; PROVIDED, HOWEVER, that none of the provisions of this subparagraph shall apply to statements in or omissions from such registration statement or any amendment or supplement thereto or the Prospectus-Proxy Statement made in reliance upon and in conformity with information furnished by Pioneer or the Bank for use in such registration statement or the Prospectus-Proxy Statement. CFB shall bear the costs of all SEC filing fees with respect to such registration statement, the costs of printing the Prospectus-Proxy Statement, and the costs of qualifying the shares of CFB Common Stock under state blue sky laws as necessary.