Common use of Registration Statement Clause in Contracts

Registration Statement. (a) Buyer and the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Parent and Company shall prepare and Parent shall file with the Company agree to cooperate in SEC, the preparation of a registration statement Prospectus/Joint Proxy Statement (as defined below), and Parent shall prepare and file with the SEC the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC by Parent in connection with the issuance of the Buyer shares of Parent Common Stock in the Merger (including the Company proxy statement and prospectus and other proxy solicitation materials of (the Company “Prospectus/Joint Proxy Statement”) constituting a part thereof (thereof, the “Proxy Registration Statement/Prospectus”) and all related documents). Each of Buyer , as promptly as practicable after the date hereof (and the Company agree to parties shall use its their reasonable best efforts to cause make such filings no later than forty-five (45) calendar days following the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by date of this Agreement). The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agreesshall, upon request, furnish to furnish the other party with Parent all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Prospectus/Joint Proxy Statement, the Proxy Statement/Prospectus Registration Statement or any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection therewith. (b) Parent and Company each shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter Company and Parent shall mail the Prospectus/Joint Proxy Statement to the holders of Company Common Stock and Parent Common Stock. Parent shall promptly provide Company with copies of any written comments and advise Company of any oral comments with respect to the Registration Statement received from the SEC. Each Party shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Registration Statement prior to filing such with the transactions contemplated hereby. Each of Buyer SEC. (c) Company and the Company Parent each agrees, as to for itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will not, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, in each case with respect to the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Registration Statement, and (ii) the Prospectus/Joint Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will not, at the date of mailing to Company shareholders and at the time of the Company MeetingSpecial Meeting to be held in connection with the Merger, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, in each case with respect to the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in the Prospectus/Joint Proxy Statement. Company and Parent will cause the Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. Each of Buyer Company and the Company further Parent agrees that if it such Party shall become aware prior to the Effective Time of any information furnished by such Party that would cause any of the statements in the Prospectus/Joint Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit that would result in an omission to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party Party thereof and shall to take the necessary steps to correct the Prospectus/Joint Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Subject to the terms of this Section 7.01, SPAC (with the assistance and cooperation of the Company agree to cooperate in as reasonably requested by SPAC) shall prepare and file with the preparation of SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance registration under the Securities Act of the Buyer Common Stock in SPAC Securities to be issued under this Agreement pursuant to the Merger (including the Domestication to holders of SPAC Securities, which Registration Statement will also contain a proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (as amended or supplemented, the “Proxy Statement/Prospectus”) to be sent to the shareholders of SPAC relating to the SPAC Shareholders’ Meeting to adopt and approve (as applicable) the SPAC Proposals and other matters reasonably related to the SPAC Proposals, all in accordance with and as required by SPAC’s Organizational Documents, any related documents)agreements with Sponsor and its affiliates, applicable Law, and any applicable rules and regulations of the SEC and the Nasdaq. Each of Buyer SPAC and the Company agree to each shall use its their reasonable best efforts to (x) cause the Registration Statement, when filed with the SEC, to comply in all material respects with all legal requirements applicable thereto, (y) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, and (z) cause the Registration Statement to be declared effective by “clear” comments from the SEC as and become effective. As promptly as reasonably practicable after the filing thereofdate on which the SEC confirms orally or in writing, that it has no further comments on the Registration Statement or that it does not intend to review the Registration Statement and that the Registration Statement has become effective, SPAC shall mail the definitive Proxy Statement to its shareholders. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor Each of SPAC and the Company’s independent auditors Company shall furnish all information concerning it or any of its subsidiaries as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement, and each of SPAC and the Company shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and SPAC and their respective Representatives in connection with the drafting of the public filings with respect to the Transactions, including the Registration Statement Statement, and responding in a timely manner to comments from the SEC. SPAC shall comply with all applicable Laws, any applicable rules and regulations of Nasdaq, SPAC’s Organizational Documents and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the calling and holding of the SPAC Shareholders’ Meeting and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersSPAC Shareholder Redemption. (b) Each No filing of, or amendment or supplement to the Registration Statement will be made by SPAC without the approval of Buyer and the Company agrees(such approval not to be unreasonably withheld, upon requestconditioned or delayed). SPAC will advise the Company, to furnish promptly after it receives notice thereof, of any request by the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with SEC for amendment of the Registration StatementStatement or comments thereon and responses thereto or requests by the SEC for additional information and shall, as promptly as practicable after receipt thereof, supply the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf Company with copies of such other party all written correspondence between it or any of its Subsidiaries Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, or, if not in writing, a description of such communication, with respect to the Registration Statement. No response to any Governmental Authority in connection with comments from the transactions contemplated hereby. Each SEC or the staff of Buyer and the SEC relating to the Registration Statement will be made by SPAC without the prior consent of the Company agrees(such consent not to be unreasonably withheld, as conditioned or delayed) and without providing the Company a reasonable opportunity to itself review and its Subsidiaries, comment thereon unless pursuant to a telephone call initiated by the SEC. (c) SPAC covenants that none of the information supplied or to be supplied by it SPAC for inclusion or incorporation by reference in the Registration Statement shall not, at (i) the Registration Statement, at the time the Registration Statement is filed, (ii) the time the definitive Proxy Statement is mailed to its shareholders and each amendment or supplement thereto(iii) the time of the SPAC Shareholders’ Meeting, if any, becomes effective under the Securities Act, will contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements thereintherein not misleading. If, at any time prior to the Closing, any event or circumstance relating to SPAC or OpCo, or their respective officers or directors, should be discovered by SPAC which should be set forth in an amendment or a supplement to the Registration Statement, SPAC shall promptly inform the Company. (d) The Company covenants that the information supplied by the Company for inclusion in the light of Registration Statement shall not, at (i) the circumstances under which they are madetime the Registration Statement is filed, not misleading, and (ii) the time the definitive Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing Statement is mailed to SPAC’s shareholders and at (iii) the time of the Company SPAC Shareholders’ Meeting, will contain include any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, therein not misleading. Each of Buyer and the Company further agrees that if it shall become aware If, at any time prior to the Effective Time of Closing, any information that would cause event or circumstance relating to the Company or any of Company Subsidiary or its officers or directors, should be discovered by the statements Company which should be set forth in an amendment or a supplement to the Proxy Registration Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it Company shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/ProspectusSPAC. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Camden and the Company KSB agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”Statement ) to be filed by Buyer Camden with the SEC in connection with the issuance of the Buyer Camden Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of the Company Camden and KSB constituting a part thereof (the “Joint Proxy Statement/Prospectus”Statement ) and all related documents). Camden and KSB agree to file a draft of the Joint Proxy Statement with the SEC as promptly as practicable. Each of Buyer Camden and the Company agree KSB agrees to use its all reasonable best efforts to cause the Registration Statement to be filed and declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereofSEC has cleared the Joint Proxy Statement. Buyer Camden also agrees to use all reasonable best efforts to obtain any all necessary state securities law or “blue sky” sky permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer Camden and the Company KSB agrees, upon request, to furnish promptly the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Joint Proxy Statement/Prospectus Statement or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority regulatory authority in connection with the transactions contemplated hereby. Each of Buyer Camden and the Company KSB agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, and (ii) the Joint Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time times of the Company Camden Meeting and the KSB Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleadingJoint Proxy Statement or any amendment or supplement thereto. Each of Buyer Camden and the Company KSB further agrees that if it shall become aware prior to the Effective Time Date of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Joint Proxy Statement/Prospectus. (c) Buyer In the case of Camden, Camden will advise the CompanyKSB, promptly after Buyer Camden receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer the Camden Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of VNR and the Company ENP Parties agree to cooperate in the preparation of the Registration Statement (including the Proxy Statement/Prospectus constituting a registration statement on Form S-4 (the “Registration Statement”part thereof and all related documents) to be filed by Buyer VNR with the SEC in connection with the issuance of the Buyer New Common Stock Units in the Merger (including as contemplated by this Agreement. VNR agrees to file the proxy statement and prospectus and other proxy solicitation materials of Registration Statement with the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents)SEC as promptly as practicable. Each of Buyer ENP and the Company agree VNR agrees to use its all commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer VNR also agrees to use commercially reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Each of VNR and ENP agrees to cooperate with Buyer furnish to the other party all information concerning VNR and Buyer’s counsel its Subsidiaries or ENP, ENP GP and accountants in requesting and obtaining appropriate opinionsits Subsidiaries, consents and letters from the Financial Advisor as applicable, and the Company’s independent auditors officers, directors and unitholders of VNR and ENP and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectusforegoing. After No filing of the Registration Statement is declared effective under the Securities Actwill be made by VNR, the Company, at its expense, shall promptly mail and no filing of the Proxy Statement/Prospectus will made by VNR or ENP, in each case without providing the other party a reasonable opportunity to its shareholdersreview and comment thereon. (b) Each of Buyer the ENP Parties and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company VNR agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, (A) at the date of mailing to the holders of ENP Common Units and at the time of the ENP Meeting, and (B) at the date of mailing to the holders of VNR Common Units and at the time of the VNR Meeting, in each case, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are were made, not misleading. Each of Buyer the ENP Parties and the Company VNR further agrees that if it shall become aware prior to the Effective Time Closing Date of any information that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made, not false or misleading, it shall will promptly inform the other party Other Parties thereof and shall take the necessary steps to correct such information in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus. No amendment or supplement to the Registration Statement will be made by VNR, and no amendment or supplement to the Proxy Statement/Prospectus will made by VNR or ENP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (c) Buyer VNR will advise the CompanyENP, promptly after Buyer VNR receives notice thereof, of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order or the suspension of the qualification of Buyer the New Common Stock Units for offering or sale in any jurisdiction, of (iii) the initiation or threat of any proceeding for any such purpose, or of (iv) any request by the SEC for the amendment or supplement of the Registration Statement or the Proxy Statement/Prospectus or for additional information. (d) Each of VNR and ENP will use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Buyer Acquiror shall register under the 1933 Act the Acquiror Series B Preferred Shares to be issued in the Merger and the Company agree Acquiror Common Shares to cooperate in be issued upon the preparation conversion of shares of Acquiror Series B Preferred Shares on a registration statement on Form S-4 or another appropriate registration statement (the “"Acquiror Registration Statement”") to be filed by Buyer (which shall contain the Target Proxy Statement) and shall keep such registration effective thereafter through the third anniversary of the Closing Date. As promptly as practicable after the date of this Agreement, Acquiror shall prepare, with the assistance of Target, as appropriate, and file with the SEC the Acquiror Registration Statement together with the prospectus to be included therein (the "Prospectus") and the Target Proxy Statement included therein, and any other documents required by the 1933 Act or the 1934 Act in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents)Merger. Each of Buyer Acquiror and Target shall use reasonable efforts to respond promptly to any comments of the Company agree SEC and to have the Acquiror Registration Statement declared effective under the 1933 Act as promptly as practicable after such filing. Acquiror shall use its reasonable best efforts to cause obtain, prior to the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any Effective Time, all necessary state securities law or “"blue sky” " permits and or approvals required to carry out consummate the Merger and the other transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor Agreement and the Company’s independent auditors Ancillary Documents. Target shall promptly furnish to Acquiror all information concerning Target and the Target Stockholders as may be reasonably required in connection with any action contemplated by this Section 5.09. Each of Acquiror and Target will notify the other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Acquiror Registration Statement or the Prospectus or for additional information and will supply the Proxy Statement/other with copies of all correspondence with the SEC or its staff with respect to the Acquiror Registration Statement or the Prospectus. After Whenever any event occurs which should be set forth in an amendment or supplement to the Acquiror Registration Statement is declared effective under or the Securities ActProspectus, Acquiror or Target, as the Company, at its expensecase may be, shall promptly mail inform the Proxy Statement/Prospectus other of such occurrence and cooperate in filing with the SEC or its staff, and/or mailing to its shareholdersstockholders of Target, such amendment or supplement. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Acquiror covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Acquiror Registration StatementStatement will, at the time the Acquiror Registration Statement is filed with the SEC and each amendment or supplement thereto, if any, at the time it becomes effective under the Securities 1933 Act, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they are were made, not misleading, except that no covenant is made by Acquiror with respect to statements made therein based on information supplied in writing by Target for inclusion in the Acquiror Registration Statement. Acquiror covenants that the Acquiror Registration Statement and the Prospectus will comply in all material respects with the provisions of the 1933 Act and the 1934 Act, as the case may be, and the rules and regulations thereunder, except that no covenant is made by Acquiror with respect to statements made therein based on information supplied by Target or any of its affiliates, directors, officers, employees, agents or representatives in writing for inclusion or incorporation by reference therein or based upon Target's representations or warranties made herein or in any Ancillary Documents or with respect to omitted information regarding Target so required to be included in the Registration Statement. (iic) Target covenants that none of the Proxy Statement/Prospectus and information supplied in writing by Target for inclusion or incorporation by reference in the Acquiror Registration Statement or any amendment amendments or supplement theretosupplements thereto to be filed with the SEC in connection with the issuance of Acquiror Series B Preferred Shares and, upon conversion, Acquiror Common Shares, pursuant to the transactions hereby contemplated will, at the date of mailing to shareholders time the Acquiror Registration Statement or any amendments or supplements thereto is filed with the SEC and at the time of it becomes effective under the Company Meeting1933 Act, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are were made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. As promptly as practicable following the date hereof, Kranzco, CV and Kramont shall prepare and file with the SEC (awith appropriate requests for confidential treatment, unless the parties hereto otherwise agree) Buyer under the Exchange Act, a joint proxy statement/prospectus and forms of proxies (such joint proxy statement/prospectus and forms of proxy, together with any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") relating to the special meetings and the Company agree votes of the shareholders of Kranzco and CV with respect to cooperate in this Agreement and the preparation transactions contemplated by this Agreement. Promptly after clearance by the SEC of the Joint Proxy Statement/Prospectus, Kramont and, to the extent required by law, KRT Trust shall prepare and thereafter file with the SEC under the Securities Act a registration statement on Form S-4 (such registration statement, together with any amendments or supplements thereto, the “Registration "Form S-4"), in which the Joint Proxy Statement”) to /Prospectus will be filed by Buyer with the SEC included as a prospectus, in connection with the issuance registration under the Securities Act of (i) the Buyer KRT Trust Common Shares and KRT Trust Preferred Shares to be issued to the shareholders of Kranzco in the KRT Trust II Merger, to the extent required under the Securities Act, and (ii) the Kramont Common Shares and Kramont Preferred Shares to be issued to the holders of KRT Trust Common Shares, KRT Trust Preferred Shares and CV Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof Reorganization (the “KRT Trust Common Shares, KRT Trust Preferred Shares, Kramont Common Shares and Kramont Preferred Shares referred to in clauses (i) and (ii) are referred to herein as the "Registered Securities"). Kranzco, Kramont and CV will cause the Joint Proxy Statement/Prospectus”) Prospectus and the Form S-4 to comply as to form in all related documents)material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Each of Buyer the Kranzco Entities, on the one hand, and the Company agree CV Entities, on the other hand, shall furnish all information about itself and its business and operations and all necessary financial information to the other as the other may reasonably request in connection with the preparation of the Joint Proxy Statement/Prospectus and the Form S-4. Kramont shall use its reasonable best efforts efforts, and CV, Kranzco and KRT Trust will cooperate with it, to cause have the Registration Statement to be Form S-4 declared effective by the SEC as promptly as reasonably practicable after (including clearing the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Joint Proxy Statement/Prospectus to its shareholders. (b) with the SEC). Each of Buyer the Kranzco Entities and the Company agreesCV Entities agrees promptly to correct any information provided by it for use in the Joint Proxy Statement/Prospectus and the Form S-4 if and to the extent that such information shall have become false or misleading in any material respect, upon requestand each of the parties hereto further agrees to take all steps necessary to amend or supplement the Joint Proxy Statement/Prospectus and the Form S-4 and to cause the Joint Proxy Statement/Prospectus and the Form S-4, as so amended or supplemented, to furnish be filed with the other party with all information concerning itself, its Subsidiaries, directors, officers SEC and to be disseminated to the Kranzco shareholders and such other matters CV shareholders, in each case as may be reasonably necessary or advisable in connection with and to the Registration Statementextent required by applicable federal and state securities laws, the Maryland REIT Law and the DGCL. Each of the Kranzco Entities and the CV Entities agrees that the information provided by it for inclusion in the Joint Proxy Statement/Prospectus and the Form S-4 and each amendment or supplement thereto at the time of mailing of the Joint Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none effectiveness 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 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, Form S-4 will contain not include 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 the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are were made, not misleading. Each of Buyer the Kranzco Entities and the Company further agrees that CV Entities will advise the other parties, and deliver copies (if it shall become aware prior any) to them, promptly after receipt thereof, of (i) any request by or correspondence or communication from the SEC with respect to the Effective Time of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to and the Form S-4, (ii) any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof responses thereto and shall take the necessary steps to correct the Proxy Statement/Prospectus. (ciii) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement Form S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, and the suspension of the qualification of Buyer Common Stock the Registered Securities for offering or sale in any jurisdiction, of . Kranzco and CV shall each use their best efforts to timely mail the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationProxy Statement/Prospectus to its shareholders.

Registration Statement. (a) Buyer As promptly as reasonably practicable following the execution and delivery of this Agreement by all parties hereto, Parent shall prepare and file with the Company agree to cooperate in the preparation of SEC a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the and include therein a proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) to be sent to Seller’s stockholders soliciting their adoption and all related documents)approval of (i) this Agreement and the transactions contemplated hereby, (ii) the Name Change, and (iii) the Liquidation. Seller shall provide to Parent and its counsel for inclusion in the Proxy Statement, in form and substance reasonably satisfactory to Parent and its counsel, such information concerning the Seller, its operations, capitalization, share ownership, the Seller Charter Documents, applicable Colorado Law and other matters as Parent or its counsel may reasonably request. Seller shall cause its legal counsel and independent auditors to cooperate with Parent’s legal counsel and independent auditors in the preparation of the Proxy Statement and the Registration Statement. Each of Buyer Parent and the Company agree to Seller shall use its commercially reasonable best efforts to cause respond to any comments of the SEC, to have the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, Act as promptly as practicable after such filing and to cause the Company, Proxy Statement to be mailed to the Seller’s stockholders at the earliest practicable time. Each party will notify the other parties hereto promptly of the receipt of any comments from the SEC or its expense, shall promptly mail staff and of any request by the SEC or its staff for amendments or supplements to the Registration Statement or the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer , or for additional information, and the Company agrees, upon request, to furnish will supply the other party with copies of all information concerning itself, its Subsidiaries, directors, officers and shareholders and correspondence between such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Registration Statement or the Proxy Statement. Whenever any Governmental Authority event occurs which should be set forth in connection an amendment or supplement to the Proxy Statement or the Registration Statement, Parent or the Seller, as the case may be, shall promptly inform the other party of such occurrence and cooperate in the preparation and filing of such supplement or amendment with the transactions contemplated herebySEC or its staff as promptly as practicable thereafter. Each of Buyer Parent and Seller shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section to comply in all material respects with all applicable requirements of law and the Company agrees, as to itself rules and its Subsidiaries, that none of the regulations promulgated thereunder. The information supplied or to be supplied by it Seller, Parent and Buyer for inclusion or incorporation by reference in (i) the Registration StatementStatement or the Proxy Statement will not, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Acquired Corporation shall furnish all information to Buyer and the with respect to any Acquired Corporation Company agree to cooperate including financial statements of Acquired Corporation as Buyer may reasonably request for inclusion in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of , the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After Buyer’s application for listing on NASDAQ of Buyer’s Common Stock to be registered by the Registration Statement is declared effective Statement, and such information and financial statements shall satisfy the requirements of SEC Form S-4 and SEC Regulation S-X under the Securities 1933 Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersas applicable. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at At the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under and at the Securities Acttime of the Stockholders Meetings, the Registration Statement, including the Buyer Proxy Statement which shall constitute part thereof, will not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading; provided, however, that the representations and warranties in this Section shall only apply to statements in or omissions from the Buyer Proxy Statement relating to descriptions of the business of Acquired Corporation, its Assets, properties, operations, and (ii) capital stock or to information furnished in writing by Acquired Corporation or its representatives expressly for inclusion in the Buyer Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at . (c) At the time of the Company MeetingStockholders’ Meetings, the Acquired Corporation Proxy Statement will not contain any 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 are were made, not misleading. Each of ; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Acquired Corporation Proxy Statement made in reliance upon and in conformity with information furnished in writing to Acquired Corporation by Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause or any of the statements its representatives expressly for use in the Acquired Corporation Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationinformation included in the Acquired Corporation Proxy Statement regarding the business of Buyer, its operations, Assets and capital.

Registration Statement. (a) Buyer In addition, First Merchants agrees to prepare, in cooperation with and subject to the Company agree to cooperate in the preparation review and comment of First Savings and its counsel, a registration statement on Form S-4 S-4, including a prospectus of First Merchants (the “Registration Statement”) ), to be filed no later than forty-five (45) days after the date hereof by Buyer First Merchants with the SEC in connection with the issuance of the Buyer First Merchants Common Stock in the Merger (including the proxy statement statements and prospectus and other proxy solicitation materials of the Company of, and to be filed by, First Savings and First Merchants constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each In connection with the Proxy Statement, First Merchants will obtain the opinion of Buyer Dentons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, tax counsel to First Merchants, that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code; each of First Savings and First Merchants will be a party to such reorganization within the Company agree meaning of Section 368(b) of the Code; and no gain or loss will be recognized by holders of First Savings Common Stock upon the receipt of shares of First Merchants Common Stock in exchange for their shares of First Savings Common Stock, except to the extent of any cash received in lieu of fractional shares of First Merchants Common Stock; and (ii) Dentons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP confirms that the discussion contained in the Registration Statement under the caption “Material Federal Income Tax Consequences of the Merger” subject to the limitations, qualifications and assumptions described therein, constitutes its opinion of the material federal income tax consequences of the Merger to a stockholder who holds shares of First Savings Common Stock as a capital asset. First Merchants agrees to use its reasonable best efforts to cause have the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with of the Registration Statement and the Proxy Statement/Prospectus. After to keep the Registration Statement effective so long as is declared effective under necessary to consummate the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer Merger and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as First Merchants agrees 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, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the CompanyFirst Savings, promptly after Buyer First Merchants receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer First Merchants Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of the receipt of any comment letters from the SEC regarding, or of any request by the SEC for the amendment or supplement of of, the Registration Statement Statement, or for additional information.

Registration Statement. (a) Buyer and the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of Buyer and the Company relating to the Company Meeting and the Buyer Meeting, as applicable, and constituting a part thereof (the “Joint Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors registered public accounting firm in connection with the Registration Statement and the Joint Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, (i) the Company, at its expense, shall promptly mail the Joint Proxy Statement/Prospectus to the Company’s shareholders and (ii) Buyer, at its expense, shall promptly mail the Joint Proxy Statement/Prospectus to Buyer’s shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Joint Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Joint Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing by or on behalf of the Company or Buyer, as applicable, to shareholders and at the time of the Company Meeting or the Buyer Meeting, as applicable, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware aware, prior to the Effective Time Company Meeting or the Buyer Meeting, of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Joint Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer As soon as reasonably practicable (and in any event, within 60 days) after the Company agree to cooperate in date of this Agreement the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer Parties will prepare and file with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”Prospectus and Company will prepare and file with the SEC the Registration Statement (in which the Proxy Statement/Prospectus will be included as a prospectus), which in each case shall comply in all material respects with the requirements of the Exchange Act and the Securities Act (and the rules and regulations thereunder) and all related documents)applicable thereto. Each of Buyer Company and the Company agree to Target shall use its reasonable best efforts to cause have the Registration Statement to be declared effective by under the SEC Securities Act as promptly soon as reasonably practicable after the filing thereof. Buyer also agrees to Company shall use reasonable best efforts to obtain any necessary register or exempt from registration the Company Common Stock to be issued to holders of Target Common Stock as Merger Consideration under the state securities law or “blue sky” permits Laws of all applicable jurisdictions, and approvals required to carry out keep the Registration Statement and such state securities Laws or “blue sky” registrations or exemptions current and in effect for so long as is necessary to consummate the transactions contemplated by this Agreement. Company shall have primary responsibility for preparing and filing the Registration Statement, provided that Company shall afford Target and its legal, financial, and accounting advisors a reasonable opportunity to review and provide comments on (i) the Registration Statement before it is filed with the SEC and (ii) all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments relating to the Registration Statement before the same are filed with or submitted to the SEC. Each Party, to the extent permitted by applicable Law, shall deliver to the other Party copies of all material filings, correspondence, orders, and documents with, to, or from Governmental Entities, and shall promptly relay to the other Party the substance of any material oral communications with, to, or from Governmental Entities, in each case pertaining or relating to the Registration Statement or any documents or materials related thereto. (b) The Company agrees to Parties shall cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with preparation of the Registration Statement and the Proxy Statement/ProspectusProspectus for the purpose of submitting this Agreement to the shareholders of Target for approval as soon as reasonably practicable. After Each Party will as promptly as reasonably practicable provide to the other Party any information of or relating to such Party or its Subsidiaries as the other Party reasonably requests for inclusion in the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail or the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated herebyProspectus. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Party covenants that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each or any amendment or supplement thereto, if any, thereto becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading, and (ii) the Proxy Statement/Prospectus and or any amendment or supplement theretothereto will, at on the date the same is first mailed to the shareholders of mailing to shareholders and Target or at the time of the Company Target Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state (iii) any material fact necessary to make other document filed with any Governmental Entity in connection with the statements therein not false or misleadingtransactions contemplated by this Agreement will, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of at the time when the Registration Statement has become effective or any supplement or amendment has been such document is filed, fail to comply as to form, in all material respects, with the provisions of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationapplicable Law.

Registration Statement. (a) Buyer Each of the Partners Entities and the Company agree agrees to cooperate in the preparation of a registration statement on Form S-4 F-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of Partners and the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents)) to be filed by Partners with the SEC in connection with the issuance of New Partners Common Units in the Merger as contemplated by this Agreement. Provided the Company has cooperated as required above, Partners agrees to file the Registration Statement with the SEC as promptly as practicable. Each of Buyer the Company and the Company agree Partners Entities agrees to use its all commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after filing thereof and, in the filing thereofcase of the Registration Statement, to maintain such effectiveness for as long as necessary to consummate the transactions contemplated under this Agreement. Buyer Prior to the effective date of the Registration Statement, the Partners Entities also agrees agree to use commercially reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, including the issuance of the New Partners Common Units. The Each of the Partners Entities and the Company agrees to cooperate with Buyer furnish to the other party all information concerning the Partners Entities and Buyer’s counsel their respective Subsidiaries or the Company and accountants in requesting and obtaining appropriate opinionsits Subsidiaries, consents and letters from the Financial Advisor as applicable, and the Company’s independent auditors officers, directors and equity holders of the Partners Entities and the Company and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer the Company and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company Partners Entities agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will not, at the date of mailing to shareholders equityholders and at the time times of the Company Meeting, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading. Each of Buyer the Company and the Company Partners Entities further agrees that if it shall become aware prior to the Effective Time Closing Date of any information that would cause any of the statements in the Proxy Statement/Prospectus Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, it shall will promptly inform the other party thereof and shall take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement/Prospectus. (c) Buyer Partners will advise the Company, promptly after Buyer Partners receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer the New Partners Common Stock Units for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) The Company will use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its Stockholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Buyer Plumas shall prepare and the Company agree to cooperate in the preparation of file a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer shares of Plumas Common Stock to Cornerstone shareholders as the Stock Consideration in the Merger (including the proxy statement for the Cornerstone Meeting and the prospectus and other proxy solicitation materials of the Company Plumas constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Cornerstone shall prepare and furnish such information, financial statements and disclosures relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and Cornerstone, and its legal, financial and accounting advisors, shall have the right to review in advance and comment on such Registration Statement prior to its filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. Cornerstone agrees to cooperate with ▇▇▇▇▇▇ and ▇▇▇▇▇▇’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor, legal counsel and independent auditor in connection with the Registration Statement and the Proxy Statement/Prospectus. Plumas shall use its commercially reasonable efforts to file, or cause to be filed, the Registration Statement with the SEC within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicable thereafter. Each of Buyer Cornerstone and the Company agree ▇▇▇▇▇▇ agrees to use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Plumas also agrees to use its commercially reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, Cornerstone shall promptly mail at its own expense the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer Cornerstone and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Plumas agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus and any amendment or supplement theretothereto shall, at the date date(s) of mailing to Cornerstone’s shareholders and at the time of the Company Cornerstone Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer Cornerstone and the Company ▇▇▇▇▇▇ further agrees that if it shall become aware prior to the Effective Time date of effectiveness of the Registration Statement of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Buyer will Plumas agrees to advise the Company, Cornerstone promptly in writing after Buyer ▇▇▇▇▇▇ receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Plumas Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Plumas is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer As promptly as practicable after execution of this Agreement, CytRx shall prepare and the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer file with the SEC in connection with the issuance of Registration Statement containing the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) Prospectus and all related documents). Each of Buyer and the Company agree to thereafter shall use its reasonable best efforts to cause have the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities ActAct as promptly as practicable after such filing. The Proxy Statement/Prospectus shall, subject to Section 6.07, include the Directors’ Recommendation. CytRx, Merger Subsidiary and the Company shall cooperate with each other in the preparation of the Registration Statement, and CytRx shall promptly notify the Company of the receipt of any comments of the SEC with respect to the Registration Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to the Company promptly copies of all correspondence between CytRx or its representatives and the SEC. CytRx shall give the Company and its counsel the opportunity to review the Registration Statement within a reasonable period of time prior to its being filed with the SEC and to review all amendments and supplements to the Registration Statement and all responses to requests for additional information and replies to comments within a reasonable period of time prior to their being filed with, or sent to, the SEC. Each of the Company, at CytRx and Merger Subsidiary agrees to use its expensereasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the SEC has cleared the Registration Statement, the Company shall promptly mail the Proxy Statement/Prospectus to its shareholdersthe stockholders of the Company. Prior to the date of approval of the Merger by the Company’s stockholders, the Company shall correct promptly any information provided by it to be used specifically in the Registration Statement that shall have become false or misleading in any material respect, and CytRx shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Registration Statement so as to correct the same and to cause the Proxy Statement/Prospectus as so corrected to be disseminated to the stockholders of the Company, in each case to the extent required by applicable law. (b) Each of Buyer and the The Company agrees, upon request, to furnish the other party shall cooperate with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable CytRx in connection with the Registration Statementinvestor meetings and customary “road show” presentations of CytRx. As part of such meetings and presentations, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer Company understands and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any CytRx may provide information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company’s clinical trials, promptly after Buyer receives notice thereofproduct candidates and other assets and business, 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 Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationsubject to customary confidentiality agreements.

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

Registration Statement. (a) Buyer and 7.2.1 Subject to the Company agree to cooperate in reasonable discretion of Compass as advised by the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer Representatives, Compass shall file with the SEC in connection with as soon as is reasonably practicable after the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause date hereof the Registration Statement and shall use all reasonable efforts to be have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after the filing thereofpracticable. Buyer Compass shall also agrees to use reasonable best efforts to obtain take any necessary state securities law or “blue sky” permits and approvals action required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors be taken under applicable state blue sky or securities laws in connection with the issuance of Compass Common Stock. Compass, the Company and the Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. Without limiting the generality of the foregoing, the Company and the Stockholders shall furnish or cause to be furnished to Compass and the Representatives all of the information concerning the Company, the Company Subsidiaries and the Stockholders required for inclusion in, the Registration Statement and the Proxy Statement/prospectus included therein (the "Prospectus. After "); including, without limitation, audited consolidated balance sheets of the Registration Statement is declared effective under the Securities ActCompany as of September 30, the Company1997, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agreesrelated audited consolidated statements of income, upon requeststockholders' equity and cash flow for the nine (9) months then ended (including all notes thereto), which shall be furnished to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer Compass and the Underwriters no later than November 1, 1997. The Company agrees, as to itself and its Subsidiaries, that none the Stockholders will cooperate with Compass and the Representatives in the preparation 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 and each amendment the Prospectus. All financial statements provided by the Company for inclusion in the Registration Statement and Prospectus shall (i) be accurate and complete in all material respects, (ii) be consistent with the books and records of the Company and the Company Subsidiaries (which, in turn, shall be accurate and complete in all material respects), and (iii) fairly present the financial condition, assets and liabilities of the Company and Company Subsidiaries as of their respective dates and the results of operations and cash flows for the respective period, in accordance with generally accepted accounting principles applied on a consistent basis. All information provided and to be provided by Compass and the Company, respectively, for use in the Registration Statement (including, without limitation, financial statements and schedules and financial and statistical data) shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or supplement thereto, misleading as of the date thereof and in light of the circumstances under which given or made. The Company and the Stockholders agree promptly to advise Compass if any, becomes effective at any time during the period in which a prospectus relating to the offering is required to be delivered under the Securities 1933 Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. Insofar as the information relates solely to the Company, the Company Subsidiaries or the Stockholders, each of the Company and the Stockholders represents and warrants that the Registration Statement as of its effective date, and the final prospectus, as of its date, will contain any not include an 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 statement therein, in the light of the circumstances under in which they are were made, not misleading; provided, and (ii) the Proxy Statement/Prospectus and any amendment or supplement theretohowever, at the date of mailing that this representation does not extend to shareholders and at the time of the Company Meeting, will contain any untrue statement of a material fact if such untrue statement was made in or omit to state a material fact necessary an omission occurred in order to make any preliminary prospectus and (i) the statements thereinCompany or Stockholders provided, in writing, corrected information to Compass or its counsel for inclusion in the light of the circumstances under which they are madefinal prospectus prior to distributing such prospectus, and such information was not misleading. Each of Buyer and so included, or (ii) Compass did not provide the Company further and its counsel with the information required to be provided pursuant to Section 7.2.2, and such information is the basis for the untrue ------------- statement or omission (or alleged untrue statement or omission). 7.2.2 Compass agrees that if it shall become aware prior will provide to the Effective Time Company and its counsel copies of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement drafts of the Registration Statement containing any material changes to the information relating to the Company, the Company Subsidiaries or the Stockholders as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statement (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review such revised information and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for additional informationthe objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the 1933 Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three (3) business days immediately preceding the filing of the initial Registration Statement and any amendment thereto, the Company and its counsel shall be obligated to respond to the proposed changes electronically transmitted to them within two (2) hours from the time of the completion of the transmission of the proposed changes to the Company's counsel, provided that Compass has provided to the Company or Company's counsel reasonably adequate advance notice of the need for the Company and its counsel to respond to such proposed changes.

Registration Statement. (a) Buyer Each of AHGP and the Company agree ARLP agrees to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) (including the consent statement and prospectus and other consent solicitation materials of AHGP constituting a part thereof (the “Consent Statement”) and all related documents) to be filed by Buyer ARLP with the SEC in connection with the issuance distribution of the Buyer Common Stock Exchange Units in the Merger (including as contemplated by this Agreement. Provided AHGP has cooperated as required above, ARLP agrees to file the proxy statement and prospectus and other proxy solicitation materials Registration Statement with the SEC as promptly as practicable after the date of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents)this Agreement. Each of Buyer AHGP and the Company agree ARLP agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof, to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated hereby, and AHGP shall promptly thereafter mail the Consent Statement, which shall include a form of consent that may be executed by holders of the AHGP Common Units in connection with the consent solicitation. Buyer ARLP also agrees to use reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Each of ARLP and AHGP agrees to cooperate with Buyer furnish to the other party all information concerning the ARLP Parties and Buyer’s counsel their Subsidiaries or the AHGP Parties and accountants in requesting and obtaining appropriate opinionstheir Subsidiaries, consents and letters from the Financial Advisor as applicable, and the Company’s independent auditors officers, directors and unitholders of ARLP and AHGP and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer AHGP and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company ARLP agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, and (ii) the Proxy Statement/Prospectus Consent Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders and at the time of the Company MeetingAHGP’s unitholders, will not contain any untrue statement of a material fact or omit to state a 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 were made, not misleading. Each of Buyer AHGP and the Company ARLP further agrees that if it shall become aware prior to the Effective Time Closing Date of any information that would cause any of the statements in the Proxy Statement/Prospectus Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, it shall will promptly inform the other party thereof and shall take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement/Prospectus. (c) Buyer ARLP will advise the CompanyAHGP, promptly after Buyer ARLP receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock the Exchange Units for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) AHGP will use its reasonable best efforts to cause the Consent Statement to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement.

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

Registration Statement. (a) Buyer and the Company agree to cooperate in the preparation of a registration statement on Form S-4 S 4 (the “"Registration Statement”") to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”") and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s 's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor Company's independent registered public accounting firm and the Company’s independent auditors other representatives, as applicable, in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware aware, prior to the Effective Time Company Meeting, of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and the Company agree Parent agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “"Registration Statement”") to be filed by Buyer Parent with the SEC in connection with the issuance of the Buyer Parent Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”") and all related documents). The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review and comment on such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Provided that the Company has cooperated as described above, Parent agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable. Each of Buyer and the Company agree and Parent agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Parent also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, Company shall promptly mail at its expense the Proxy Statement/Prospectus Statement to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date date(s) of mailing to shareholders and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer and the Company and Parent further agrees that if it such party shall become aware prior to the Effective Time Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Buyer will Parent agrees to advise the Company, promptly after Buyer Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of Energy Partners and the Company agree Hydrocarbon agrees to cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of the Company Energy Partners and Hydrocarbon constituting a part thereof (the “"Joint Proxy Statement/Prospectus”") and all related documents)) to be filed by Energy Partners with the SEC in connection with the issuance of Common Units in the Merger as contemplated by this Agreement. Each of Buyer Energy Partners and Hydrocarbon agrees that the other party shall have the right to consent to the disclosure to be contained in the Registration Statement and the Company agree Joint Proxy Statement. Provided Hydrocarbon has cooperated as required above, Energy Partners agrees to file the Registration Statement with the SEC as promptly as practicable. Each of Hydrocarbon and Energy Partners agrees to use its all commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Energy Partners also agrees to use commercially reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Hydrocarbon agrees to cooperate with Buyer furnish to Energy Partners all information concerning Hydrocarbon, its Subsidiaries (other than Energy Partners and Buyer’s counsel its Subsidiaries), officers, directors and accountants in requesting stockholders and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors to take such other action as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer Hydrocarbon and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company Energy Partners agrees, as to itself and its Subsidiaries, other than, in the case of Hydrocarbon, Energy Partners and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time times of the Company Energy Partners Meeting and Hydrocarbon Meeting, will not contain any untrue statement of a material fact or omit to state a 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 were made, not misleading. Each of Buyer Hydrocarbon and the Company Energy Partners further agrees that if it shall become aware prior to the Effective Time Closing Date of any information that would cause any of the statements in the Proxy Statement/Prospectus Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, it shall will promptly inform the other party thereof and shall take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement/Prospectus. (c) Buyer Energy Partners will advise the CompanyHydrocarbon, promptly after Buyer Energy Partners receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer the Common Stock Units for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Each of Energy Partners and Hydrocarbon will use its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to its unitholders and stockholders, respectively, as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Buyer and the Company agree Washington Federal agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Buyer Washington Federal with the SEC in connection with the issuance of the Buyer Washington Federal Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company First Mutual constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). First Mutual shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and First Mutual, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. First Mutual agrees to cooperate with Washington Federal and Washington Federal’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Provided that First Mutual has cooperated as described above, Washington Federal agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable. Each of Buyer First Mutual and the Company agree Washington Federal agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Washington Federal also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, First Mutual shall promptly mail at its expense the Proxy Statement/Prospectus Statement to its shareholdersstockholders. (b) Each of Buyer First Mutual and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Washington Federal agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date date(s) of mailing to shareholders stockholders and at the time of the Company First Mutual Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer First Mutual and the Company Washington Federal further agrees that if it such party shall become aware prior to the Effective Time Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Buyer will Washington Federal agrees to advise the CompanyFirst Mutual, promptly after Buyer Washington Federal receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Washington Federal Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Washington Federal is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of Nortel Networks and the Company agree agrees to cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by Buyer Nortel Networks with the SEC in connection with (and only in connection with) the issuance of the Buyer Nortel Networks Common Stock Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Company Proxy Statement/Prospectus”") and all related documents). Each of Buyer The Registration Statement and the Company agree Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Provided the other party has cooperated as required above, Nortel Networks agrees to file the Registration Statement with the SEC as promptly as practicable, after the date of this Agreement. Each of Nortel Networks and the Company shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Company Proxy Statement, as the case may be, to the other party, and advise the other party of any oral comments with respect to the Registration Statement received from the SEC. Each of Nortel Networks and the Company agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after filing thereof, and the Company agrees to mail the Company Proxy Statement to its stockholders as promptly as practicable after the filing thereofRegistration Statement is declared effective. Buyer Nortel Networks also agrees to use reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" and all foreign permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer furnish to Nortel Networks all information concerning the Company and Buyer’s counsel its Subsidiaries, officers, directors and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors stockholders as may be reasonably requested in connection with the Registration Statement foregoing, and Nortel Networks agrees to furnish to the Proxy Statement/Prospectus. After Company all information concerning Nortel Networks and its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer Nortel Networks and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Company Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they are were made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will Nortel Networks agrees to advise the Company, promptly after Buyer Nortel Networks receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer the Nortel Networks Common Stock Shares for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Nortel Networks will use its reasonable efforts to obtain, and will provide evidence reasonably satisfactory to the Company of, all necessary rulings or orders of Canadian securities regulatory authorities exempting the distribution by Nortel Networks of the Nortel Networks Common Shares and options and other Rights to purchase Nortel Networks Common Shares under the Merger and the resale of Nortel Networks Common Shares issued under the Merger in Canada as contemplated by this Agreement from the registration and prospectus requirements under applicable Canadian securities laws on terms reasonably satisfactory to Nortel Networks and the Company.

Registration Statement. (a) Buyer and the Company agree TriCo agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Buyer TriCo with the SEC in connection with the issuance of the Buyer shares of TriCo Common Stock to the FNBB shareholders as the Merger Consideration in the Merger (including the joint proxy statement for the TriCo Meeting and the FNBB Meeting and prospectus and other proxy solicitation materials of the Company TriCo and FNBB constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). FNBB shall prepare and furnish such information relating to it, its Subsidiaries and their respective directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and FNBB, and its legal, financial and accounting advisors, shall have the right to review in advance and comment on such Registration Statement prior to its filing and on any amendments or supplements thereto and any written communications with the SEC in connection therewith. FNBB agrees to cooperate with TriCo and TriCo’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. TriCo shall use its commercially reasonable best efforts to file, or cause to be filed, the Registration Statement with the SEC within forty-five (45) days of the date of this Agreement or as promptly as reasonably practicable thereafter. Each of Buyer FNBB and the Company agree TriCo agrees to use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer TriCo also agrees to use its commercially reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, FNBB and TriCo shall promptly mail at each party’s own expense the Proxy Statement/Prospectus Statement to its all of their respective shareholders. (b) Each of Buyer FNBB and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, TriCo agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date date(s) of mailing to FNBB’s and TriCo’s respective shareholders and at the time time(s) of the Company FNBB Meeting and the TriCo Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer FNBB and the Company TriCo further agrees that if it such party shall become aware prior to the Effective Time date of effectiveness of the Registration Statement of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Buyer will TriCo agrees to advise the Company, FNBB promptly in writing after Buyer TriCo receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer TriCo Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent TriCo is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of Inergy and the Company agree Holdings agrees to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company Holdings constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents)) to be filed by Inergy with the SEC in connection with the issuance of New LP Units and the PIK Units in the Merger as contemplated by this Agreement. Provided Holdings has cooperated as required above, Inergy agrees to file the Registration Statement with the SEC as promptly as practicable. Each of Buyer Holdings and the Company agree Inergy agrees to use its all commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Inergy also agrees to use commercially reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Each of Inergy and Holdings agrees to cooperate with Buyer furnish to the other party all information concerning Inergy, Inergy GP and Buyer’s counsel its Subsidiaries or Holdings, Holdings GP and accountants in requesting and obtaining appropriate opinionsits Subsidiaries, consents and letters from the Financial Advisor as applicable, and the Company’s independent auditors officers, directors and unitholders of Inergy and Holdings and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer Holdings and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company Inergy agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders Holdings’ unitholders and at the time of the Company Holdings Meeting, will not contain any untrue statement of a material fact or omit to state a 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 were made, not misleading. Each of Buyer Holdings and the Company Inergy further agrees that if it shall become aware prior to the Effective Time Closing Date of any information that would cause any of the statements in the Proxy Statement/Prospectus Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, it shall will promptly inform the other party thereof and shall take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement/Prospectus. (c) Buyer Inergy will advise the CompanyHoldings, promptly after Buyer Inergy 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 Buyer Common Stock the New LP Units and the PIK Units for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Holdings will use its commercially reasonable best efforts to cause the Proxy Statement to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement; provided, however, that Holdings shall not be obligated to cause such mailing to occur in the event of a Holdings Change in Recommendation.

Registration Statement. (a) Buyer As promptly as practicable after the date hereof, the Partnership shall prepare and file with the Company agree to cooperate in the preparation of SEC a registration statement on Form S-4 S-3 (or Form S-1 if Form S-3 is not available) for the purpose of registering under the Securities Act the offering, sale, and delivery of the securities issuable in the Rights Offering. The term “Registration Statement”) , as used herein, means such registration statement and all amendments and supplements thereto, if any. The Partnership shall use all reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the Special Meeting. The Partnership shall notify Buyers promptly of the receipt of any comments on, or any requests for amendments or supplements to, the Registration Statement by the SEC, and the Partnership shall supply Buyers with copies of all correspondence between it and its representatives, on the one hand, and the SEC or members of its staff, on the other, with respect to the Registration Statement. The Partnership, after consultation with Buyers, shall use its reasonable best efforts to respond promptly to any comments made by the SEC with respect to the Registration Statement. Kestrel shall use its reasonable best efforts to obtain and furnish to the Partnership the information pertaining to the Kestrel Entities and their Affiliates to the extent required to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock included in the Merger (including Registration Statement. The Partnership and Buyers each agree promptly to correct any information provided by it for use in the proxy statement Registration Statement if and prospectus and other proxy solicitation materials of to the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer extent that such information shall have become false or misleading in any material respect, and the Company agree Partnership further agrees to use its reasonable best efforts to cause the Registration Statement (or the prospectus contained therein) as so corrected to be declared effective by filed with the SEC as promptly as and to be disseminated to the extent required by Applicable Law. The Partnership shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) reasonably practicable after the filing thereof. Buyer also agrees required to use reasonable best efforts to obtain be taken under any necessary applicable state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors laws in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus issuance of securities pursuant to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

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

Registration Statement. (a) Buyer American and the Company agree to Community First shall cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) or other applicable form to be filed by Buyer American with the SEC in connection with the issuance of the Buyer American Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company Community First constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents) (all of such materials together, the “Registration Statement”). Community First shall cooperate with American and American’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from Community First’s financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Each of Buyer Community First and the Company agree to American shall use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer American also agrees to shall use its reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, Community First shall promptly mail the Proxy Statement/Prospectus Statement to its shareholdersshareholders at its expense. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none None of the information supplied or to be supplied by it Community First or American for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date date(s) of mailing to shareholders and at the time of the Company Community First Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer and the Company further agrees that if it If either Community First or American shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional informationthe Proxy Statement.

Registration Statement. (a) Buyer and the Company agree Parent agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “"Registration Statement”") to be filed by Buyer Parent with the SEC in connection with the issuance of the Buyer Parent Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”") and all related documents). The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Provided that the Company has cooperated as described above, Parent agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable. Each of Buyer and the Company agree and Parent agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Parent also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, Company shall promptly mail at its expense the Proxy Statement/Prospectus Statement to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date date(s) of mailing to shareholders and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer and the Company and Parent further agrees that if it such party shall become aware prior to the Effective Time Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Buyer will Parent agrees to advise the Company, promptly after Buyer Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and 7.2.1 Subject to the Company agree to cooperate in reasonable discretion of Compass as advised by the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer Representatives, Compass shall file with the SEC in connection with as soon as is reasonably practicable after the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause date hereof the Registration Statement and shall use all reasonable efforts to be have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after the filing thereofpracticable. Buyer Compass shall also agrees to use reasonable best efforts to obtain take any necessary state securities law or “blue sky” permits and approvals action required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors be taken under applicable state blue sky or securities laws in connection with the issuance of Compass Common Stock. Compass, the Company and the Stockholders shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with making such filings. Without limiting the generality of the foregoing, the Company and the Stockholders shall furnish or cause to be furnished to Compass and the Representatives all of the information concerning the Company, the Company Subsidiaries and the Stockholders required for inclusion in, the Registration Statement and the Proxy Statement/prospectus included therein (the "Prospectus. After "); including, without limitation, audited consolidated balance sheets of the Registration Statement is declared effective under the Securities ActCompany as of September 30, the Company1997, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agreesrelated audited consolidated statements of income, upon requeststockholders' equity and cash flow for the nine (9) months then ended (including all notes thereto), which shall be furnished to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer Compass and the Underwriters no later than November 1, 1997. The Company agrees, as to itself and its Subsidiaries, that none the Stockholders will cooperate with Compass and the Representatives in the preparation 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 and each amendment the Prospectus. All financial statements provided by the Company for inclusion in the Registration Statement and Prospectus shall (i) be accurate and complete in all material respects, (ii) be consistent with the books and records of the Company and the Company Subsidiaries (which, in turn, shall be accurate and complete in all material respects), and (iii) fairly present the financial condition, assets and liabilities of the Company and Company Subsidiaries as of their respective dates and the results of operations and cash flows for the respective period, in accordance with generally accepted accounting principals applied on a consistent basis. All information provided and to be provided by Compass and the Company, respectively, for use in the Registration Statement (including, without limitation, financial statements and schedules and financial and statistical data) shall be true and correct in all material respects without omission of any material fact which is required to make such information not false or supplement thereto, misleading as of the date thereof and in light of the circumstances under which given or made. The Company and the Stockholders agree promptly to advise Compass if any, becomes effective at any time during the period in which a prospectus relating to the offering is required to be delivered under the Securities 1933 Act, any information contained in the prospectus concerning the Company, the Company Subsidiaries or the Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or remedy such incompletion. Insofar as the information relates solely to the Company, the Company Subsidiaries or the Stockholders, each of the Company and the Stockholders represents and warrants that the Registration Statement as of its effective date, and the final prospectus, as of its date, will contain any not include an 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 statement therein, in the light of the circumstances under in which they are were made, not misleading; provided, and (ii) the Proxy Statement/Prospectus and any amendment or supplement theretohowever, at the date of mailing that this representation does not extend to shareholders and at the time of the Company Meeting, will contain any untrue statement of a material fact if such untrue statement was made in or omit to state a material fact necessary an omission occurred in order to make any preliminary prospectus and (i) the statements thereinCompany or Stockholders provided, in writing, corrected information to Compass or its counsel for inclusion in the light of the circumstances under which they are madefinal prospectus prior to distributing such prospectus, and such information was not misleading. Each of Buyer and so included, or (ii) Compass did not provide the Company further and its counsel with the information required to be provided pursuant to Section 7.2.2, and such information is the basis for the untrue ------------- statement or omission (or alleged untrue statement or omission). 7.2.2 Compass agrees that if it shall become aware prior will provide to the Effective Time Company and its counsel copies of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement drafts of the Registration Statement containing any material changes to the information relating to the Company, the Company Subsidiaries or the Stockholders as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statement (or any amendment thereto) unless the Company and its counsel (x) have had at least two days to review such revised information and (y) have not objected to the substance of the information contained therein. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for additional informationthe objection, and the Company's proposed alternative. If the objection is founded upon a rule promulgated under the 1933 Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three (3) business days immediately preceding the filing of the initial Registration Statement and any amendment thereto, the Company and its counsel shall be obligated to respond to the proposed changes electronically transmitted to them within two (2) hours from the time of the completion of the transmission of the proposed changes to the Company's counsel, provided that Compass has provided to the Company or Company's counsel reasonably adequate advance notice of the need for the Company and its counsel to respond to such proposed changes.

Registration Statement. (a) Buyer and the Company agree CHC agrees to cooperate in the preparation of prepare a registration statement on Form S-4 (the “Registration Statement”) ), to be filed by Buyer CHC with the SEC in connection with the issuance of the Buyer CHC Common Stock in the Company Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company Community Financial constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Community Financial agrees to cooperate, and to cause Community Bank to cooperate, with CHC, its counsel and its accountants, in the preparation of the Registration Statement and the Proxy Statement; and, provided that Community Financial and Community Bank have cooperated as required above, CHC agrees to file the Registration Statement with the SEC as promptly as reasonably practicable after the date hereof. Each of Buyer Community Financial and the Company agree CHC agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer CHC also agrees to use all reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Community Financial agrees to cooperate with Buyer furnish to CHC all information concerning Community Financial, Community Bank, and Buyer’s counsel their officers, directors and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors shareholders as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer and the Company Community Financial agrees, upon requestas to itself and Community Bank, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company CHC agrees, as to itself and its Subsidiariessubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i1) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, and (ii2) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders and at the time of the Company Meetingshareholders meeting for Community Financial, will contain any untrue statement which, at the time and in the light of a the circumstances under which such statement is made, is false or misleading with respect to any material fact fact, or omit to state a any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleadingProxy Statement or any amendment or supplement thereto. Each of Buyer Community Financial and the Company CHC further agrees that if it shall become aware prior to the Effective Time Date of any information furnished by it that would cause any of the statements in the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party thereof and shall to take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will CHC agrees to advise the CompanyCommunity Financial, promptly after Buyer CHC receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer CHC Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and the Company agree ParentCo agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”"REGISTRATION STATEMENT") to be filed by Buyer ParentCo with the SEC in connection with the issuance of the Buyer ParentCo Common Stock in the Merger (Merger, including the proxy statement and prospectus and other proxy solicitation materials of the Company GDSC and DCA constituting a part thereof (the “Proxy Statement/Prospectus”"PROXY STATEMENT") and all related documents). Each of Buyer GDSC and DCA shall have the Company agree right to use its reasonable best efforts review such Registration Statement and agrees to cooperate, and to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees its Subsidiaries to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with preparation of the Registration Statement and the Proxy Statement/Prospectus. After Each of GDSC and DCA agrees to file the Proxy Statement in preliminary form with such of the Regulatory Authorities as may be required as soon as reasonably practicable, and ParentCo agrees to file the Registration Statement is with the SEC as soon as reasonably practicable. Each of ParentCo, GDSC and DCA agrees to use all reasonable efforts to cause the Registration Statement and any required amendments or supplements thereto to be declared effective under the Securities ActAct and distributed to GDSC's and DCA's stockholders as promptly as reasonably practicable after filing thereof. Each of GDSC and DCA agrees to furnish to ParentCo all information concerning GDSC, DCA and their respective Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer GDSC and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company DCA agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it then for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will not contain any untrue statement of a material fact or omit to state a 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, therein not misleading, ; and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time of the Company GDSC Meeting or the DCA Meeting, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they are such statement is made, not misleadingnecessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. Each of Buyer GDSC and the Company DCA further agrees agrees, that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus.Date 26 (c) Buyer will ParentCo agrees to advise the Companyboth GDSC and DCA, promptly after Buyer ParentCo receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer ParentCo Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of Devon and Santa ▇▇ ▇▇▇▇▇▇ shall cooperate and promptly prepare and Devon shall file with the Company agree to cooperate in the preparation of SEC as soon as practicable a registration statement Registration Statement on Form S-4 under the Securities Act (the “"Registration Statement”) "), with respect to be filed by Buyer the Devon Common Stock issuable in the Merger. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of Devon and of Santa ▇▇ ▇▇▇▇▇▇ in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”) and all related documents"). Each of Buyer The respective parties will cause the Proxy Statement/Prospectus and the Company agree to use its reasonable best efforts to cause the Registration Statement to be comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Devon shall use its reasonable commercial efforts, and Santa ▇▇ ▇▇▇▇▇▇ will cooperate with Devon, to have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after the filing thereofpracticable. Buyer also agrees to Devon shall use its reasonable best commercial efforts to obtain any obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “blue sky” "Blue Sky" permits and or approvals required to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer Devon will advise the CompanySanta ▇▇ ▇▇▇▇▇▇, promptly after Buyer it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of Buyer the Devon Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for amendment of the amendment Proxy Statement/Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Devon and Santa ▇▇ ▇▇▇▇▇▇ will use its reasonable commercial efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as practicable after the date hereof. (c) Each of Devon and Santa ▇▇ ▇▇▇▇▇▇ agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Devon and of Santa ▇▇ ▇▇▇▇▇▇, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. (a) Buyer and the Company agree The Acquiror agrees to cooperate in the preparation of prepare a registration statement on Form S-4 (the “"Registration Statement”) "), to be filed by Buyer the Acquiror with the SEC in connection with the issuance of the Buyer Acquiror Common Stock (and related Acquiror Rights) in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”") and all related documents). The Company agrees to cooperate, and to cause its Subsidiaries to cooperate, with the Acquiror, its counsel and its accountants, in preparation of the Registration Statement and the Proxy Statement; and, provided that the Company and its Subsidiaries have cooperated as required above, the Acquiror agrees to file the Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable, and to file the Registration Statement with the SEC as soon as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved. Each of Buyer the Company and the Company agree Acquiror agrees to use its all reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer The Acquiror also agrees to use all reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from furnish to the Financial Advisor and Acquiror all information concerning the Company’s independent auditors , its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer the Company and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company Acquiror agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting, contain any untrue statement which, at the time and in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and Statement or any amendment or supplement thereto, at the date of mailing to shareholders and at the time . Each of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company Acquiror further agrees that if it shall become aware prior to the Effective Time Date of any information furnished by it that would cause any of the statements in the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party thereof and shall to take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will The Acquiror agrees to advise the Company, promptly after Buyer the Acquiror receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common the Acquiror Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and the Company agree to cooperate in the preparation of PSC has filed a registration statement on Form S-4 (the “"Registration Statement”") to be filed by Buyer with the SEC in connection with the issuance of the Buyer shares of PSC Common Stock in transactions such as those contemplated by this Agreement. The PSC Shares will be registered pursuant to the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Registration Statement/Prospectus”) and . PSC will use all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to remain effective under the Securities Act of 1933, as amended (the "Securities Act") to the extent necessary to permit resale of the PSC Shares. In the event that any Stockholder is unable to resell any PSC Shares under the Registration Statement or, is unable to resell all of the PSC Shares without limitation on volume under the provisions of Rule 145 of the Securities Act, (without considering any other shares of PSC Common Stock that any Stockholder may acquire other than under this Agreement), then PSC, at its cost and expense, will promptly upon request by a Stockholder cause such PSC Shares to be declared effective by registered under the SEC Securities Act, and will maintain such registration until such time as promptly as reasonably practicable after such Stockholder is able to resell such PSC Shares without limitation on volume under the filing thereofSecurities Act. Buyer PSC also agrees to use all reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out issue the transactions contemplated by this AgreementPSC Shares. The Company agrees Stockholders will furnish to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from PSC all information concerning the Financial Advisor and the Company’s independent auditors Stockholders as may be necessary in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer PSC will advise the CompanyStockholders, promptly after Buyer PSC receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment to the Registration Statement has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock the PSC Shares for offering or sale in any jurisdiction, of the initiation or threat known to PSC of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (c) At or prior to the issuance of any PSC Shares, PSC will cause such PSC Shares to be listed on the Exchange.

Registration Statement. (a) Buyer and the Company agree agrees to cooperate in the preparation of prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement prospectus of Buyer and prospectus and other proxy solicitation materials of the Company Buyer and Virginia Commerce constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Virginia Commerce and Buyer agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Buyer agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 90 days from the date of this Agreement. Each of Virginia Commerce and Buyer and the Company agree agrees to use its all reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use all reasonable best efforts to obtain any obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, Virginia Commerce agrees to furnish to the other party with all information concerning itself, its Subsidiaries, directorsofficers, officers directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement/Prospectus Statement or any other statement, filing, notice or application made by or on behalf of such other party Buyer, Virginia Commerce or any of its their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated herebyby this Agreement. Virginia Commerce shall have the right to review and consult with Buyer and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Virginia Commerce and Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time of the Company Virginia Commerce Meeting, will as the case may be, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleadingProxy Statement or any amendment or supplement thereto. Each of Virginia Commerce and Buyer and the Company further agrees that if it shall become aware prior to the Effective Time Date of any information furnished by it that would cause any of the statements in the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party thereof and shall to take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will agrees to advise the CompanyVirginia Commerce, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and the Company agree Parent agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Buyer Parent with the SEC in connection with the issuance of the Buyer Parent Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). The Company shall prepare and furnish such information relating to it and its directors, officers and stockholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance such Registration Statement prior to its filing. The Company agrees to cooperate with Parent and Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Provided that the Company has cooperated as described above, Parent agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable. Each of Buyer and the Company agree and Parent agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Parent also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, Company shall promptly mail at its expense the Proxy Statement/Prospectus Statement to its shareholdersstockholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date date(s) of mailing to shareholders stockholders and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading at the time and in the light of the circumstances under which they are such statement is made, not misleading. Each of Buyer and the Company and Parent further agrees that if it such party shall become aware prior to the Effective Time Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Buyer will Parent agrees to advise the Company, promptly after Buyer Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and the Company agree United agrees to cooperate in the preparation of prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer United with the SEC in connection with the issuance of the Buyer United Common Stock in the Merger (including the proxy statement prospectus of United and prospectus and other proxy solicitation materials of the Company United and Cardinal constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Cardinal and United agree to cooperate, and to cause their respective Subsidiaries, as applicable, to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 120 days from the date of this Agreement. Each of Buyer Cardinal and the Company agree United agrees to use its all reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer United also agrees to use all reasonable best efforts to obtain any obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Each of United and Cardinal agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus furnish to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directorsofficers, officers directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement/Prospectus Statement or any other statement, filing, notice or application made by or on behalf of such other party United, Cardinal or any of its Subsidiaries their respective Subsidiaries, as applicable, to any Governmental Authority in connection with the Merger and the other transactions contemplated herebyby this Agreement. Cardinal shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Buyer Cardinal and the Company United agrees, as to itself and its SubsidiariesSubsidiaries and affiliates, as applicable, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time of the Company Cardinal Meeting, will as the case may be, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleadingProxy Statement or any amendment or supplement thereto. Each of Buyer Cardinal and the Company United further agrees that if it shall become aware prior to the Effective Time date of the Cardinal Meeting or United Meeting, as the case may be, of any information furnished by it that would cause any of the statements in the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party thereof and shall to take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will United agrees to advise the CompanyCardinal, promptly after Buyer United receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common United Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer As soon as reasonably practicable following the date of this Agreement, the Parties shall cooperate and jointly prepare, and Irish Holdco and APHC shall file, a preliminary Registration Statement (in which the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to Proxy Statement shall be filed by Buyer included), with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents)SEC. Each of Buyer and the Company agree Party agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly soon as reasonably practicable after filing thereof and to keep the filing thereofRegistration Statement effective as long as is necessary to consummate the Transactions. Buyer also Each Party further agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals approvals, as well as make all necessary foreign filings and take all similar and related actions and obtain all necessary foreign permits and approvals, required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersTransactions. (b) Each of Buyer and the Company agrees, upon request, Party agrees to furnish to the other party with Parties all information concerning itself, its Subsidiariesofficers, directors, officers directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement/Prospectus , a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of such other party or any of its Subsidiaries the Parties to any Governmental Authority Entity, whether state, federal or foreign (including the NYSE), in connection with the transactions contemplated herebyTransactions, including the Transaction Filings (collectively, the “Offer Documents”). Each of Buyer The Registration Statement, Proxy Statement and any other Offer Documents shall be in a form mutually and reasonably agreed to by the Company agrees, as Parties. Prior 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) filing the Registration Statement, at the time the Registration Proxy Statement and each or any other Offer Documents, or any amendment thereof or supplement thereto, if anywhether in preliminary or final form, becomes effective under as the Securities Actcase may be, with the SEC, each filing Party will contain any untrue statement make available to the other Parties a draft of such proposed filing and will provide other Parties with a material fact or omit reasonable opportunity to state a material fact necessary in order to make the statements therein, in the light comment on such draft. No filing of the circumstances under which they are madeRegistration Statement, not misleading, and (ii) Proxy Statement or other Offer Documents with the Proxy Statement/Prospectus and any amendment or supplement thereto, at SEC will be made without the date of mailing to shareholders and at the time approval of the Company Meeting, will 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 are made, other Parties (such approval not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false unreasonably withheld, conditioned or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectusdelayed). (c) Buyer The filing Party will advise the Companyother Parties, promptly after Buyer it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock securities registered on the Registration Statement for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. APHC shall cause the Proxy Statement to be delivered to its shareholders of record, as of the record date to be established by the APHC Board, as promptly as practicable following the Registration Statement becoming declared effective under the Securities Act. The Parties will use their reasonable best efforts to cause the Registration Statement, Proxy Statement and other Offer Documents to (i) comply as to form with all applicable SEC requirements and (ii) otherwise comply in all material respects with all applicable Law. (d) The filing Party will notify the other Parties as soon as reasonably practicable of the receipt of any comments from the SEC or its staff or other Governmental Entity with respect to the Registration Statement, the Proxy Statement or other Offer Documents and of any request by the SEC or its staff or other Governmental Entity for amendments or supplements to the Registration Statement, the Proxy Statement or other Offer Documents, and will supply the other Parties with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC or its staff or other Governmental Entity, on the other hand, with respect to the Registration Statement, Proxy Statement or other Offer Documents. The filing Party shall permit the other Parties and its outside counsel to participate in all material discussions and meetings with the SEC and its staff and other Governmental Entity relating to the Registration Statement, the Proxy Statement, or the other Offer Documents. The filing Party shall (i) provide each Party and its representatives with an opportunity to consult on any material written response reasonably in advance and include the comments provided by each Party in any such response, (ii) inform each Party as soon as reasonably practicable whenever any material event occurs that requires the filing of an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents, and (iii) provide each Party and its representatives with reasonable opportunity to consult on and include the comments provided by each Party to such material amendment or supplement in advance of such filing of an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents. Each Party shall promptly inform the other Parties whenever it discovers any event relating to itself or any of its Affiliates, officers or directors that is required to be set forth in an amendment or supplement to the Registration Statement, Proxy Statement or other Offer Documents. (e) In connection with the Registration Statement, Proxy Statement or other Offer Documents, each Party will use reasonable best efforts to (i) cooperate with the filing Party, (ii) respond to questions about itself or its Affiliates required in any filing with or requested by the SEC in a timely fashion, and (iii) promptly provide any information reasonably necessary or advisable or otherwise reasonably requested by the filing Party or its representatives in connection with the Registration Statement, Proxy Statement or other Offer Documents. (f) If, at any time prior to the APHC Shareholder Meeting, there shall be discovered any information that should be set forth in an amendment or supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the filing Party shall promptly file an amendment or supplement to the Registration Statement containing such information. If, at any time prior to the Closing, a Party discovers any information, event or circumstance relating to it or its Affiliates or any of their businesses, officers, directors or employees that should be set forth in an amendment or a supplement to the Registration Statement so that the Registration Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, then such Party shall promptly inform the filing Party of such information, event or circumstance.

Registration Statement. (a) Buyer As promptly as practicable after the date hereof, but not later than May 16, 2025, Purchaser shall prepare with the assistance, cooperation and commercially reasonable efforts of the Company agree to cooperate in Group, and file with the preparation of SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance registration under the Securities Act of the Buyer Common Stock Purchaser Ordinary Shares to be issued in the Reincorporation Merger and Acquisition Merger (including including, for the avoidance of doubt, the Holdback Shares), which Registration Statement will also contain a proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof Parent (as amended, the “Proxy Statement/Prospectus”) for the purpose of soliciting proxies from Parent shareholders for the matters to be acted upon at the Parent Special Meeting and all related documents). Each a consent solicitation statement for purposes of Buyer obtaining the Required Parent Shareholder Approval and providing the public shareholders of Parent an opportunity in accordance with Parent’s organizational documents and the Company agree IPO Prospectus to use its reasonable best efforts have their Parent Ordinary Shares redeemed in conjunction with the shareholder vote on the Parent Shareholder Approval Matters as defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent shareholders to cause the Registration Statement vote, at an extraordinary general meeting of Parent shareholders to be declared effective called and held for such purpose (the “Parent Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements, the BRPM and the transactions contemplated hereby or thereby, including the Reincorporation Merger and the Acquisition Merger, by the holders of Parent Ordinary Share in accordance with the Parent’s Organizational Documents, BVI Law, Cayman Islands Law and the rules and regulations of the SEC and Nasdaq, (ii) adoption of the Purchaser’s amended and restated memorandum and articles of association substantially in the form attached hereto as promptly Exhibit C, (iii) election of the directors of the Purchaser as reasonably practicable after set forth in Section 2.5 of this Agreement, (iv) approval of an incentive plan for the filing thereof. Buyer also agrees employees of the Purchaser to use reasonable best efforts be effective as of the Closing and in the form to obtain any be mutually agreed by the parties and (iii) such other matters as the Company Group and Parent shall hereafter mutually determine to be necessary state securities law or “blue sky” permits appropriate in order to effect the Reincorporation Merger, the Acquisition Merger and approvals required to carry out the other transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants Agreement (the approvals described in requesting and obtaining appropriate opinionsforegoing clauses (i) through (iii), consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Actcollectively, the Company“Parent Shareholder Approval Matters”), at its expenseand (iii) the adjournment of the Parent Special Meeting, shall promptly mail if necessary or desirable in the Proxy Statement/Prospectus to its shareholdersreasonable determination of Parent. (b) Each Parent, acting through its board of Buyer directors (or a committee thereof), shall (i) recommend the Parent Shareholders to vote for each of the Parent Shareholder Approval Matters, (ii) use its commercially reasonable efforts to solicit from its shareholders proxies or votes in favor of the approval of the Parent Shareholder Approval Matters, and the Company agrees, upon request, to furnish the (iii) take all other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably action necessary or advisable in to secure the approval of the Parent Shareholder Approval Matters. If on the date for which the Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Shareholder Approval (as defined below), whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Special Meeting; provided that the Parent Special Meeting may not be postponed or adjourned by an aggregate of ten (10) Business Days without the Company’s prior written consent. In connection with the Registration Statement, Parent, Purchaser and the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such Company Group will file with the SEC financial and other party or any of its Subsidiaries to any Governmental Authority in connection with information about the transactions contemplated hereby. Each of Buyer by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Parent’s organizational documents, BVI Law and the rules and regulations of the SEC and Nasdaq. (c) The Purchaser shall cooperate and provide the Company agrees, as to itself Group (and its Subsidiariescounsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Group shall provide the Purchaser Parties with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that none of the information supplied may be required or to be supplied by it appropriate for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement in any amendments or supplements thereto, if any, becomes effective under which information provided by the Securities Act, will Company Group shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, made not materially misleading (subject to the qualifications and limitations set forth in the light of materials provided by the circumstances under which they are madeCompany Group). If required by applicable SEC rules or regulations, not misleadingsuch financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. The Parent shall provide such information concerning Parent and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and (ii) operations that may be required or appropriate for inclusion in the Proxy Registration Statement/Prospectus and , or in any amendment amendments or supplement supplements thereto, at which information provided by the date of mailing to shareholders Parent shall be true and at the time of the Company Meeting, will correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade not materially misleading. The Purchaser will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (d) The Purchaser shall take any and all commercially reasonable and necessary actions required to satisfy the requirements of the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement and the Parent Special Meeting and to the cause the Registration Statement to become effective. Each party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available, at a reasonable time and location, to the Company Group, the Purchaser, Parent and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the light of the circumstances under which they are made, not misleading. Each of Buyer Registration Statement (and the Company further agrees that other related materials) if it shall become aware prior and to the Effective Time of any extent that such information that would cause any of the statements in the Proxy Statement/Prospectus is determined to be have become false or misleading with respect to in any material factrespect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement for any such corrections and cause the Registration Statement, as so amended or supplemented, to omit to state any material fact necessary to make be filed with the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/ProspectusSEC. (ce) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when As soon as practicable following the Registration Statement has become “clearing” comments from the SEC and being declared effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC SEC, Parent shall distribute the Proxy Statement to Parent’s shareholders, and, pursuant thereto, shall call the Parent Special Meeting in accordance with BVI Law for a date no later than thirty (30) days following the amendment or supplement effectiveness of the Registration Statement or for additional informationStatement.

Registration Statement. (a) Buyer and agrees to prepare the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) Statement to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement prospectus of Buyer and prospectus and other proxy solicitation materials of the Company Buyer and Valley Financial constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Valley Financial and Buyer agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. Buyer agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 45 days from the date of this Agreement. Each of Valley Financial and Buyer and the Company agree agrees to use its all reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use all reasonable best efforts to obtain any obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, Valley Financial agrees to furnish to the other party with all information concerning itself, its Subsidiaries, directorsofficers, officers directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement/Prospectus Statement or any other statement, filing, notice or application made by or on behalf of such other party Buyer, Valley Financial or any of its their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated herebyby this Agreement. Valley Financial shall have the right to review and consult with Buyer and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Valley Financial and Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time of the Company Valley Financial Meeting, will as the case may be, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleadingProxy Statement or any amendment or supplement thereto. Each of Valley Financial and Buyer and the Company further agrees that if it shall become aware prior to the Effective Time Date of any information furnished by it that would cause any of the statements in the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party thereof and shall to take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will agrees to advise the CompanyValley Financial, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of DVN and PZE shall cooperate and promptly prepare and Newco shall file with the Company agree to cooperate in SEC as soon as practicable a Registration Statement on Form S-4 (the preparation of "Form S-4") under the Securities Act and a registration statement on Form S-4 10 under the Exchange Act (or such other appropriate form) (the “Form S-4 and such appropriate form under the Exchange Act are collectively referred to as the "Registration Statement”) Statements"), with respect to be filed by Buyer the Newco Common Stock issuable in the Merger. A portion of the Form S-4 shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of DVN and of PZE in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”) "). The respective parties will cause the Proxy Statement/Prospectus and the Registration Statements to comply as to form in all related documents)material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of Buyer DVN and the Company agree to Newco shall use its reasonable best efforts efforts, and PZE will cooperate with DVN and Newco, to cause have the Registration Statement to be Statements declared effective by the SEC as promptly as reasonably practicable after the filing thereofpracticable. Buyer also agrees to Each of DVN and Newco shall use its reasonable best efforts to obtain any obtain, prior to the effective date of the Form S-4, all necessary state securities law or “blue sky” "Blue Sky" permits and or approvals required to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinionsDVN will advise PZE, consents and letters from promptly after it receives notice thereof, of the Financial Advisor and time when either or both of the Company’s independent auditors Registration Statements have become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Newco Common Stock issuable in connection with the Registration Statement and Merger for offering or sale in any jurisdiction, or any request by the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail SEC for amendment of the Proxy Statement/Prospectus to its shareholdersor the Registration Statements or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Buyer DVN and the Company agrees, upon request, PZE will use its reasonable best efforts to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, cause the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of to be mailed to its Subsidiaries to any Governmental Authority in connection with stockholders as promptly as practicable after the transactions contemplated hereby. date hereof. (c) Each of Buyer DVN and the Company agrees, as to itself and its Subsidiaries, PZE agrees that none of the information supplied or to be supplied provided by it for inclusion or incorporation by reference in (i) the Registration Proxy Statement, at the time the Registration Statement /Prospectus and each amendment or supplement thereto, if anyat the time of mailing thereof and at the time of the respective meetings of stockholders of DVN and of PZE, or, in the case of information provided by it for inclusion in the Registration Statements or any amendment or supplement thereto, at the time it is filed or becomes effective under the Securities Acteffective, (i) will contain any not include an 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 the light of the circumstances under which they are were made, not misleading, and (ii) will comply as to form in all material respects with the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time provisions of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/ProspectusExchange Act. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Parent agrees to prepare and the Company agree to cooperate in the preparation of file a registration statement on Form S-4 or other applicable form (as may be amended, the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Parent Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above-referenced documents based on its Knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to reasonably cooperate with Parent and Parent’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisors and independent auditor in connection with the Registration Statement and the Proxy Statement/Prospectus. Provided that the Company has reasonably cooperated in all material respects as described above, Parent agrees to promptly file, or cause to be filed, the Registration Statement and the Proxy Statement/Prospectus with the SEC. Each of Buyer and the Company agree and Parent agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Parent also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, Company shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, Parent agrees to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (ai) Buyer As promptly as practicable after the execution of this Agreement, (x) PubCo, SPAC and the Company agree shall jointly prepare and PubCo shall file with the SEC (at the sole cost and expense of the Company), mutually acceptable materials (such acceptance not to cooperate in be unreasonably withheld, conditioned or delayed by either PubCo, SPAC or the preparation Company, as applicable) which shall include the proxy statement of a registration statement on Form S-4 (the “Registration Statement”) SPAC to be filed by Buyer with the SEC in connection as part of the Registration Statement, and be separately filed with the issuance SEC by SPAC, and sent to the SPAC Stockholders relating to the SPAC Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”), and (y) PubCo shall prepare (with the Company’s and SPAC’s reasonable cooperation) and file with the SEC (at the sole cost and expense of the Buyer Common Stock Company) the Registration Statement, in which the Merger (including the Proxy Statement will be included as a proxy statement and statement/prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) ), in connection with the registration under the Securities Act of the PubCo Shares to be exchanged for SPAC Class A Shares, and all related documents)the PubCo Shares issuable upon exercise of the PubCo Warrants. Each of Buyer PubCo, SPAC and the Company agree shall use its reasonable best efforts (A) to cause the Registration Statement, including the Proxy Statement/Prospectus, to comply with the rules and regulations promulgated by the SEC, (B) to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (C) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. PubCo also agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any all necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer Transactions, and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor each of SPAC and the Company’s independent auditors Company shall furnish all information concerning itself and its equityholders as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectusany such action. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, Parties agrees to furnish to the other party with Parties and their Representatives all information concerning itself, its Subsidiaries, officers, directors, officers managers, stockholders, and shareholders other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, including the Proxy Statement/Prospectus Prospectus, any Current Reports on Form 8-K or 6-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing, notice or application made by or on behalf of such other party PubCo, SPAC or any of its Subsidiaries the Group Companies to any Governmental Authority regulatory authority (including Nasdaq) in connection with the transactions contemplated herebyTransactions (the “Transaction Filings”). Each of Buyer and SPAC will cause the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or Proxy Statement to be supplied by it for inclusion or incorporation by reference in (i) mailed to the Registration Statement, at the time SPAC Stockholders as promptly as practicable after the Registration Statement and each amendment or supplement thereto, if any, becomes is declared effective under the Securities Act, will 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 are made, not misleading, and . (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer PubCo will advise the CompanyCompany and SPAC, reasonably promptly after Buyer PubCo receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock the PubCo Shares for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. Each Party and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement, the Proxy Statement and any Transaction Filings each time before any such document is filed with the SEC, and the Party filing such document shall give reasonable and good faith consideration to any comments made by another Party and its counsel. Each Party shall provide the other Parties and their counsel with (A) any comments or other communications, whether written or oral, that it or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement, the Proxy Statement or any Transaction Filings, in each case, promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). (iii) If at any time prior to the Closing any information relating to PubCo, the Company, SPAC or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by PubCo, the Company or SPAC, which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, so that neither the Registration Statement or the Proxy Statement would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Registration Statement or the Proxy Statement, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to SPAC Stockholders.

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

Registration Statement. (a) Buyer and the Company agree United agrees to cooperate in the preparation of prepare a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer United with the SEC in connection with the issuance of the Buyer United Common Stock in the Merger (including the proxy statement prospectus of United and prospectus and other proxy solicitation materials of the Company Centra constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Centra and United agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other and its counsel and its accountants in the preparation of the Registration Statement and the Proxy Statement. United agrees to file the Registration Statement (including the Proxy Statement in preliminary form) with the SEC as promptly as reasonably practicable and in any event within 90 days from the date of this Agreement. Each of Buyer Centra and the Company agree United agrees to use its all reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer United also agrees to use all reasonable best efforts to obtain any obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Each of United and Centra agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus furnish to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directorsofficers, officers directors and shareholders stockholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Registration Statement, the Proxy Statement/Prospectus Statement or any other statement, filing, notice or application made by or on behalf of such other party United, Centra or any of its their respective Subsidiaries to any Governmental Authority in connection with the Merger and the other transactions contemplated herebyby this Agreement. Centra shall have the right to review and consult with United and approve the form of, and any characterization of such information included in, the Registration Statement prior to its being filed with the SEC. (b) Each of Buyer Centra and the Company United agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time of the Company Centra Meeting, will as the case may be, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleadingProxy Statement or any amendment or supplement thereto. Each of Buyer Centra and the Company United further agrees that if it shall become aware prior to the Effective Time Date of any information furnished by it that would cause any of the statements in the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party thereof and shall to take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will United agrees to advise the CompanyCentra, promptly after Buyer United receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common United Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and the Each of Dana a▇▇ ▇he Company agree agrees to cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by Buyer with Dana w▇▇▇ the SEC in connection with the issuance of the Buyer Common Dana C▇▇▇▇n Stock in the Merger (including the joint proxy statement and statement, prospectus and other proxy solicitation materials of the Dana a▇▇ ▇he Company constituting a part thereof (the “"Joint Proxy Statement/Prospectus”") and all related documents). Provided the Company has cooperated as required above, Dana a▇▇▇▇s to file the Registration Statement with the SEC as promptly as practicable, but in no event later than 30 days after the date of this Agreement. Each of Buyer and the Company agree and Dana a▇▇▇▇s to use its all reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof, and to cause the Joint Proxy Statement to be mailed as promptly as practicable to the stockholders of the Company and Dana. Buyer also ▇▇▇▇ a▇▇▇ agrees to use all reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and furnish to Dana a▇▇ ▇nformation concerning the Company’s independent auditors , its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agreesDana a▇▇▇▇s, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities ActAct and at the Effective Time, will not contain any untrue statement of a material fact or omit to state a 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, therein not misleading, and (ii) the Joint Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time times of the Dana M▇▇▇▇ng and the Company Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in any earlier statement in the light of the circumstances under which they are made, not misleadingJoint Proxy Statement or any amendment or supplement thereto. Each of Buyer and the Company further and Dana f▇▇▇▇er agrees that if it shall become aware prior to the Effective Time Date of any information that would cause any of the statements in the Joint Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party thereof and shall to take the necessary steps to correct the Joint Proxy Statement/Prospectus. (c) Buyer will In the case of Dana, ▇▇▇▇ ▇▇▇▇ advise the Company, promptly after Buyer receives Dana r▇▇▇▇ves notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock the Dana S▇▇▇▇ for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Each of the Buyer Parties and the Company agree MLP Parties agrees to cooperate in the preparation of the Registration Statement (including the Proxy Statement/Prospectus constituting a registration statement on Form S-4 (the “Registration Statement”part thereof and all related documents) to be filed by Buyer PAA with the SEC in connection with the issuance of the Buyer New Common Stock Units in the Merger (including as contemplated by this Agreement. PAA agrees to file the proxy statement and prospectus and other proxy solicitation materials of Registration Statement with the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents)SEC as promptly as reasonably practicable. Each of Buyer MLP and the Company agree PAA agrees to use its all commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer PAA also agrees to use commercially reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this AgreementMerger Transactions. The Company Each of PAA and MLP agrees to cooperate with Buyer furnish to the other party all information concerning PAA and Buyer’s counsel its Subsidiaries or MLP, MLP GP and accountants in requesting and obtaining appropriate opinionsits Subsidiaries, consents and letters from the Financial Advisor as applicable, and the Company’s independent auditors officers, directors and unitholders of PAA and MLP and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectusforegoing. After No filing of the Registration Statement is declared effective under the Securities Actwill be made by PAA, the Company, at its expense, shall promptly mail and no filing of the Proxy Statement/Prospectus will made by PAA or MLP, in each case without providing the other party a reasonable opportunity to its shareholdersreview and comment thereon. (b) Each of Buyer the MLP Parties and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company PAA agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto will, at the date of mailing to the holders of MLP Common Units and at the time of the MLP Meeting, not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are were made, not misleading. Each of the MLP Parties and Buyer and the Company Parties further agrees that that, if it shall become aware prior to the Effective Time Closing Date of any information that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made, not false or misleading, it shall will promptly inform the other party Other Parties thereof and shall take the necessary steps to correct such information in an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus. No amendment or supplement to the Registration Statement will be made by PAA, and no amendment or supplement to the Proxy Statement/Prospectus will made by PAA or MLP, in each case without providing the other party a reasonable opportunity to review and comment thereon. (c) Buyer PAA will advise the CompanyMLP, promptly after Buyer PAA receives notice thereof, of (i) the time when the Registration Statement has become effective or any supplement or amendment has been filed, of (ii) the issuance of any stop order or the suspension of the qualification of Buyer the New Common Stock Units for offering or sale in any jurisdiction, of (iii) the initiation or threat of any proceeding for any such purpose, or of (iv) any request by the SEC for the amendment or supplement of the Registration Statement or the Proxy Statement/Prospectus or for additional information. (d) MLP will use its commercially reasonable efforts to cause the Proxy Statement/Prospectus to be mailed to the MLP Unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Buyer Each of Parent and the Company agree to shall cooperate in and as promptly as practicable prepare, and Parent shall file with the preparation of SEC as soon as practicable, a registration statement Registration Statement on Form S-4 under the Securities Act (the “"Registration Statement”) "), with respect to be filed by Buyer the Parent Common Stock issuable in the Merger. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of Parent and of the Company in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”) and all related documents"). Each of Buyer The respective parties will cause the Proxy Statement/Prospectus and the Company agree Registration Statement to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent shall use its reasonable best efforts efforts, and the Company will cooperate with Parent, to cause have the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereofpracticable. Buyer also agrees to Parent shall use its reasonable best efforts to obtain any obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “blue sky” "Blue Sky" permits and or approvals required to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer Parent will advise the Company, promptly after Buyer it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of Buyer the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for amendment of the amendment Proxy Statement/ Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as practicable after the date hereof. (c) Each of Parent and the Company agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and of the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. (a) Buyer Each of WSI, IESI-BFC and the Company agree Merger Sub shall use reasonable best efforts to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) take or cause to be filed by Buyer with taken such actions as may be required to be taken under the SEC U.S. Securities Act, the U.S. Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the issuance Merger and the other transactions contemplated by this Agreement, including in connection with preparation and delivery of the Buyer Common Stock Registration Statement. In connection with the Merger and the WSI Stockholders Meeting, WSI and IESI-BFC shall cooperate in the Merger (including the proxy statement and prospectus and other proxy solicitation materials filing of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) Registration Statement as promptly as practicable and all related documents). Each of Buyer and the Company agree to shall use its reasonable best efforts to cause respond to the comments of the SEC and have the Registration Statement to be declared effective by the SEC under the U.S. Securities Act and thereafter to cause the proxy statement/prospectus for the WSI Stockholders Meeting to be mailed to WSI stockholders all as promptly as reasonably practicable after the filing thereof. Buyer also agrees to and use all reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with keep the Registration Statement and effective as long as reasonably necessary to consummate the Proxy Statement/Prospectus. After Merger; provided, however, that prior to the filing of the Registration Statement is declared effective under the Securities Act(and any amendments), the Company, at Parties shall consult with each other Party with respect to such filings and shall afford each other Party and its expense, shall promptly mail the Proxy Statement/Prospectus Representatives reasonable opportunity to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated herebycomment thereon. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the Party shall provide any other Party with any information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and which may be required under applicable Law or which is reasonably requested by each amendment or supplement thereto, if any, becomes effective under the Securities Act, will 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 other Party. Each Party shall notify each other Party of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date receipt of mailing to shareholders and at the time comments of the Company Meeting, will 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 are made, not misleading. Each of Buyer SEC and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by from the SEC for the amendment amendments or supplement of supplements to the Registration Statement or for additional information, and will promptly supply to such other Party copies of all correspondence between such Party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Registration Statement or the Merger. Each of WSI, IESI-BFC and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Registration Statement and any other required filings as promptly as practicable after receipt thereof. Each of WSI, IESI-BFC and Merger Sub agree to correct any information provided by it for use in the Registration Statement which shall have become false or misleading in any material respect. Each Party will promptly notify the other Parties if at any time prior to the WSI Stockholders Meeting any event should occur which is required by applicable Law to be set forth in an amendment of, or a supplement to, the Registration Statement. In such case, the Parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to WSI stockholders to the extent required by applicable Law; provided, however, that prior to such filing, each Party shall consult with each other Party with respect to such amendment or supplement and shall afford each such Party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no Party shall have any obligation to notify the other Parties of any matters to the extent that its board of directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be inconsistent with the directors’ exercise of their fiduciary obligations to its shareholders (or stockholders) under applicable Law.

Registration Statement. (a) Buyer As promptly as practicable after the execution of this Agreement, (i) Metalline and Dome shall prepare and file with the Company agree Securities and Exchange Commission (the “SEC”) the proxy statement to cooperate in be sent to the preparation stockholders of Dome relating to the meeting of Dome’s stockholders (the “Dome Stockholders’ Meeting”) to be held to consider approval and adoption of this Agreement and to be sent to the stockholders of Metalline relating to the meeting of Metalline’s stockholders (the “Metalline Stockholders’ Meeting” and, together with Dome Stockholders’ Meeting, the “Stockholders’ Meetings”) to be held to consider approval of the Share Issuance, or any information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the “Proxy Statement”) and (ii) Metalline shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) to in which the Proxy Statement shall be filed by Buyer with the SEC included as a prospectus, in connection with the issuance registration under the Securities Act of the Buyer shares of Metalline Common Stock in to be issued to the Merger (including stockholders of Dome pursuant to the proxy statement Merger. Metalline and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to Dome each shall use its their reasonable best efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as reasonably practicable after practicable, and, prior to the filing thereof. Buyer also agrees to use reasonable best efforts to obtain effective date of the Registration Statement, Metalline shall take all or any necessary action required under any applicable U.S. federal or state securities law laws or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors Canadian provincial or territorial securities laws in connection with the issuance of shares of Metalline Common Stock pursuant to the Merger and in connection with the preparation, filing and mailing of the Proxy Statement and any documents ancillary thereto. Each of Metalline and Dome shall furnish to the other party all information concerning it and its business as the other party may reasonably request in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus. After As promptly as practicable after the Registration Statement is declared effective under the Securities Actshall have become effective, the Company, at its expense, each of Dome and Metalline shall promptly mail the Proxy Statement/Prospectus Statement to its shareholdersstockholders. (b) Each of Buyer and the Company agreesExcept as provided in Section 4.8, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Dome covenants that none of the information supplied Dome Board or any committee thereof shall withdraw or modify, or propose to be supplied by it for inclusion withdraw or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmodify, in a manner adverse to Metalline or Merger Sub, the light approval or recommendation by Dome Board or any committee thereof of this Agreement, the Merger or any other transaction contemplated hereby and the Proxy Statement shall include the recommendation of Dome Board to the stockholders of Dome in favor of approval and adoption of this Agreement and approval of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/ProspectusMerger. (c) Buyer Except as provided in Section 4.8, Metalline covenants that none of the Metalline Board or any committee thereof shall withdraw or modify, or propose to withdraw or modify, in a manner adverse to Dome, the approval or recommendation by the Metalline Board or any committee thereof of this Agreement, the Merger, the Share Issuance or any other transaction contemplated hereby and the Proxy Statement shall include the recommendation of the Metalline Board to the stockholders of Metalline in favor of the Share Issuance. (d) No amendment or supplement to the Proxy Statement or the Registration Statement will be made by Metalline or Dome without the approval of the other party (such approval not to be unreasonably withheld or delayed). Metalline and Dome each will advise the Companyother, promptly after Buyer receives they receive notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, of the suspension of the qualification of Buyer the Metalline Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC or any other Governmental Authority for amendment of the amendment Proxy Statement or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC or any other Governmental Authority for additional information. (e) Metalline represents and warrants to Dome that the information supplied by Metalline for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Dome and Metalline, (iii) the time of each of the Stockholders’ Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Metalline or Merger Sub, or their respective officers or directors, should be discovered by Metalline which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Metalline shall promptly inform Dome. Metalline represents and warrants to Dome that all documents that Metalline is responsible for filing with the SEC or any other Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws. (f) Dome represents and warrants to Metalline that the information supplied by Dome for inclusion in the Registration Statement and the Proxy Statement shall not, at (i) the time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Dome and Metalline, (iii) the time of each of the Stockholders’ Meetings and (iv) the Effective Time, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Dome or any of its subsidiaries, or their respective officers or directors, should be discovered by Dome which should be set forth in an amendment or a supplement to the Registration Statement or Proxy Statement, Dome shall promptly inform Metalline. Dome represents and warrants to Metalline that all documents that Dome is responsible for filing with the SEC or any other Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and any other applicable Laws.

Registration Statement. (a) Buyer Each of Partners and the Company agree Holdings agrees to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the joint proxy statement and prospectus and other proxy solicitation materials of the Company Partners and Holdings constituting a part thereof (the “Joint Proxy Statement/Prospectus”) and all related documents)) to be filed by Partners with the SEC in connection with the issuance of New Partners Common Units in the Merger as contemplated by this Agreement. Provided Holdings has cooperated as required above, Partners agrees to file the Registration Statement with the SEC as promptly as practicable. Each of Buyer Holdings and the Company agree Partners agrees to use its all commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Partners also agrees to use commercially reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company Each of Partners and Holdings agrees to cooperate with Buyer furnish to the other party all information concerning Partners, Partners GP and Buyer’s counsel its Subsidiaries or Holdings and accountants in requesting and obtaining appropriate opinionsHoldings GP, consents and letters from the Financial Advisor as applicable, and the Company’s independent auditors officers, directors and unitholders of Partners and Holdings and any applicable Affiliates, as applicable, and to take such other action as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer Holdings and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company Partners agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, and (ii) the Joint Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders unitholders and at the time times of the Company Partners Meeting and Holdings Meeting, will not contain any untrue statement of a material fact or omit to state a 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 were made, not misleading. Each of Buyer Holdings and the Company Partners further agrees that if it shall become aware prior to the Effective Time Closing Date of any information that would cause any of the statements in the Proxy Statement/Prospectus Registration Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein therein, in light of the circumstances under which they were made, not false or misleading, it shall will promptly inform the other party thereof and shall take the necessary steps to correct such information in an amendment or supplement to the Proxy Registration Statement/Prospectus. (c) Buyer Partners will advise the CompanyHoldings, promptly after Buyer Partners receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer the New Partners Common Stock Units for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Each of Partners and Holdings will use its commercially reasonable best efforts to cause the Joint Proxy Statement to be mailed to its unitholders as soon as practicable after the effective date of the Registration Statement.

Registration Statement. (a) Buyer As promptly as practicable after the date hereof, Purchaser shall prepare with the assistance, cooperation and commercially reasonable efforts of the Company agree to cooperate in Group, and file with the preparation of SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance registration under the Securities Act of the Buyer Common Stock Purchaser Ordinary Shares to be issued in the Merger (including the Reincorporation Merger, which Registration Statement will also contain a proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof Parent (as amended, the “Proxy Statement/Prospectus”) for the purpose of soliciting proxies from Parent shareholders for the matters to be acted upon at the Parent Special Meeting and all related documents). Each providing the public shareholders of Buyer Parent an opportunity in accordance with Parent’s Organizational Documents and the Company agree IPO Prospectus to use its reasonable best efforts have their Parent Ordinary Shares redeemed in conjunction with the shareholders vote on the Parent Stockholder Approval Matters as defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent shareholders to cause the Registration Statement vote, at an extraordinary general meeting of Parent’s shareholders to be declared effective called and held for such purpose (the “Parent Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements and the transactions contemplated hereby or thereby, including the Reincorporation Merger and the Acquisition Merger, by the holders of Parent Ordinary Shares in accordance with the Parent’s Organizational Documents, the Cayman Law and the rules and regulations of the SEC and Nasdaq, (ii) such other matters as promptly as reasonably practicable after the filing thereof. Buyer also agrees Company Group and Parent shall hereafter mutually determine to use reasonable best efforts be necessary or appropriate in order to obtain any necessary state securities law or “blue sky” permits effect the Reincorporation Merger, the Acquisition Merger and approvals required to carry out the other transactions contemplated by this Agreement. The Company agrees , and (iii) the adoption and approval of a new equity incentive plan (“ESOP”) which will provide for awards for a number of shares of Purchaser Ordinary Share equal to cooperate with Buyer fifteen percent (15%) (on an as-converted and Buyer’s counsel fully diluted basis) of the aggregate number of shares of Purchaser Ordinary Share reserved as of the Closing Date (the approvals described in foregoing clauses (i), (ii) and accountants in requesting and obtaining appropriate opinions(iii), consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Actcollectively, the Company“Parent Stockholder Approval Matters”), at its expenseand (iv) the adjournment of the Parent Special Meeting, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably if necessary or advisable desirable in the reasonable determination of Parent. If on the date for which the Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Stockholder Approval (as defined in Section 10.1(f)), whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Special Meeting. In connection with the Registration Statement, Parent, Purchaser and the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such Company Group will file with the SEC financial and other party or any of its Subsidiaries to any Governmental Authority in connection with information about the transactions contemplated hereby. Each of Buyer by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Parent’s Organizational Documents, the Cayman Law and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Company agrees, as to itself Group (and its Subsidiariescounsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Group shall provide the Purchaser Parties with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that none of the information supplied may be required or to be supplied by it appropriate for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement in any amendments or supplements thereto, if any, becomes effective under which information provided by the Securities Act, will Company Group shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, made not materially misleading (subject to the qualifications and limitations set forth in the light of materials provided by the circumstances under which they are madeCompany Group). If required by applicable SEC rules or regulations, not misleadingsuch financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. The Parent shall provide such information concerning Parent and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and (ii) operations that may be required or appropriate for inclusion in the Proxy Registration Statement/Prospectus and , or in any amendment amendments or supplement supplements thereto, at which information provided by the date of mailing to shareholders Parent shall be true and at the time of the Company Meeting, will correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade not materially misleading. The Purchaser will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (b) Each party shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company Group, Parent and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the light of the circumstances under which they are made, not misleading. Each of Buyer Registration Statement (and the Company further agrees that other related materials) if it shall become aware prior and to the Effective Time of any extent that such information that would cause any of the statements in the Proxy Statement/Prospectus is determined to be have become false or misleading with respect to in any material factrespect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to omit to state any material fact necessary to make be filed with the statements therein not false or misleading, it SEC and the Parent shall promptly inform the other party thereof and shall take the necessary steps to correct cause the Proxy Statement/ProspectusStatement to be disseminated to Parent’s shareholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s Organizational Documents. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when As soon as practicable following the Registration Statement has become “clearing” comments from the SEC and being declared effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC SEC, Parent shall distribute the Proxy Statement to Parent’s shareholders, and, pursuant thereto, shall call the Parent Special Meeting in accordance with the Cayman Law for a date no later than forty-five (45) days following the amendment or supplement effectiveness of the Registration Statement or for additional informationStatement.

Registration Statement. (a) Buyer and the Company agree Parent agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “Registration Statement”"REGISTRATION STATEMENT") to be filed by Buyer Parent with the SEC in connection with the issuance of the Buyer Parent Common Stock in the Merger (including Merger, and the parties will jointly prepare the joint proxy statement and prospectus and other proxy solicitation materials of Parent and the Company constituting a part thereof (the “Proxy Statement/Prospectus”"JOINT PROXY STATEMENT") and all related documents. The parties agree to cooperate, and to cause their Subsidiaries to cooperate, with the other party, its counsel and its accountants, in the preparation of the Registration Statement and the Joint Proxy Statement and provide the other with a reasonable opportunity to review and comment on drafts of the Registration Statement and Joint Proxy Statement (and any amendments thereto) prior to filing the Registration Statement and Joint Proxy Statement (and any amendments thereto). Each of Buyer ; and provided that both parties and their respective Subsidiaries have cooperated as required above, Parent and the Company agree to file the Registration Statement, including the Joint Proxy Statement in preliminary form, with the SEC as promptly as reasonably practicable. Each of Parent and the Company will use its all reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Parent also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, each of Parent and the Company, at its expense, Company shall promptly mail at its own expense the Joint Proxy Statement/Prospectus Statement to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Parent agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Joint Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date date(s) of mailing to shareholders and at the time of Parent Meeting or the Company Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer and the Company and Parent further agrees that if it such party shall become aware prior to the Effective Time Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Joint Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Joint Proxy Statement/Prospectus. (c) Buyer will The parties shall provide the other party with copies of any written comments and advise the other party of any oral comments from the SEC. Parent agrees to advise the Company, promptly after Buyer Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of the Company and Parent will cooperate with respect to and as promptly as practicable prepare, and Parent will file with the SEC as soon as practicable, a Registration Statement on Form F-4 (the "Form F-4") under the Securities Act with respect to the issuance pursuant to this Agreement of Parent Shares, which Registration Statement will include the proxy statement/prospectus to be sent to the Company's Stockholders (the "Company Proxy Statement"). Parent and the Company agree will cause the Form F-4 to cooperate comply as to form in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer all material respects with the SEC in connection with the issuance applicable provisions of the Buyer Common Stock in Securities Act and the Merger (including the proxy statement rules and prospectus and other proxy solicitation materials regulations thereunder. Each of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to Parent will use its respective reasonable best efforts to cause have the Registration Statement to be Form F-4 declared effective by the SEC as promptly as reasonably practicable after the filing thereofsuch filing. Buyer also agrees to Parent will use its reasonable best efforts to obtain obtain, prior to the effective date of the Form F-4, any necessary state securities law or “blue sky” "Blue Sky" permits and or approvals required to carry out the transactions contemplated by this Agreement. The Each of the Company agrees and Parent shall use its reasonable best efforts to cooperate respond as promptly as practicable to any comments of the SEC with Buyer respect thereto and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from to cause the Financial Advisor and Company Proxy Statement to be mailed to the Company’s independent auditors in connection with 's stockholders as promptly as practicable after the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement Form F-4 is declared effective under the Securities Act. Each of the Company and Parent shall furnish all information concerning it to the other as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Company, at its expense, shall promptly mail the Company Proxy Statement/Prospectus to its shareholders.. Each (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company Parent agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the Registration StatementForm F-4, including the Company Proxy Statement and any amendment or supplement thereto will, at the time the Registration Statement and each amendment or supplement thereto, if any, Form F-4 becomes effective under the Securities Act, will at the date of mailing to stockholders and at the time or times of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state a 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 were made, not misleading, and (ii) the Proxy Statement/Prospectus and . If at any amendment or supplement thereto, at time prior to the date of mailing to shareholders and at the time of the Company MeetingStockholders Meeting any information relating to the Company or Parent, will contain or any untrue statement of their respective Affiliates, officers, or directors, should be discovered by the Company or Parent which should be set forth in an amendment to the Form F-4 or a supplement to the Company Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state a 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 were made, not misleading. Each of Buyer and , the Company further agrees party that if it shall become aware prior to the Effective Time of any discovers such information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform notify the other party thereof and shall take and, to the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Companyextent required by law, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Registration Statement or for additional informationCompany.

Registration Statement. (a) Buyer and the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Blue Sky Filings; Proxy Statement/Prospectus”) and all related documents); Other Information. Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none None of the information supplied or to be supplied in writing by it for inclusion or incorporation by reference Discount which is included in (i) either the Registration Statement, at the time the Registration Statement and each amendment Blue Sky Filings, or supplement thereto, if any, becomes effective under the Securities Act, will 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 are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment other documents to be filed with the SEC or supplement theretoany regulatory agency in connection with the transactions contemplated hereby will, at the date of mailing to shareholders respective times such documents are filed, or, as applicable, declared effective, and at the time Effective Time, and, with respect to the Proxy Statement/Prospectus, when first published, sent or given to stockholders of the Company Meeting, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinDiscount, in the light of the circumstances under which they are it shall be made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading with respect to any material fact or, in the case of the Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the special meeting of Discount's stockholders provided for in Section 3.2, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make correct any statement in any earlier communication with respect to the statements therein not false solicitation of any proxy for such meeting. If, at any time prior to the Effective Time, any event relating to Discount or misleadingany of its affiliates, it shall promptly inform officers or directors is discovered by Discount that should be set forth in an amendment to the other party thereof and shall take the necessary steps Registration Statement or Blue Sky Filings or a supplement to correct the Proxy Statement/Prospectus. (c) Buyer , Discount will advise the Companypromptly inform Holding, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any and Discount shall cooperate so as to enable such purpose, or of any request by the SEC for the amendment or supplement to be promptly filed with the SEC and appropriate state securities administrators, and disseminated to the stockholders of Discount, to the extent required by applicable federal and state securities laws. All documents which Discount files or is responsible for filing with the SEC and any regulatory agency in connection with the Merger (including, without limitation, the Proxy Statement/Prospectus) will comply as to form and, to the extent provided by Discount, as to content, in each case in all material respects with the provisions of applicable law. Notwithstanding the foregoing, neither Discount nor the Subsidiary make any representations or warranties with respect to any information that has been supplied by New Holding, Holding, Merger Sub or ASCI, or their auditors, attorneys, financial advisors, other consultants or advisors specifically for use in the Registration Statement Statement, Blue Sky Filings, the Proxy Statement/Prospectus, or for additional informationin any other documents to be filed with the SEC or any regulatory agency in connection with the transactions contemplated hereby.

Registration Statement. (a) Buyer and the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by Buyer with the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company and, if applicable, Buyer constituting a part thereof (the “"Proxy Statement/Prospectus”") and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “"blue sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s its counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s 's independent auditors registered accounting firm in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer OPOF agrees to prepare and file with the Company agree to cooperate in the preparation of SEC a registration statement Registration Statement on Form S-4 or other applicable form (the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance of the Buyer OPOF Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company CNB and OPOF constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). CNB shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for such documents, and CNB, and its legal, financial and accounting advisors, shall have the right to review, comment upon and consult with OPOF and its counsel prior to the filing of such Registration Statement, and all supplements and amendments thereto, prior to its or their filing. CNB agrees to cooperate with OPOF and OPOF’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement/Prospectus. Provided that CNB has cooperated as described above, OPOF agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement/Prospectus with the SEC as promptly as reasonably practicable. Each of Buyer CNB and the Company agree OPOF agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer OPOF also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue skyBlue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer CNB and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, OPOF agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Proxy Statement/Prospectus and any amendment or supplement theretothereto shall, at the date date(s) of mailing to CNB’s shareholders and at the time of the Company CNB Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they are madesuch Proxy Statement/Prospectus is or is to be used, not misleading. Each of Buyer CNB and the Company OPOF further agrees that if it such party shall become aware prior to the Effective Time Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Prospectus, as applicable, to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus, as applicable. (c) Buyer will OPOF agrees to advise the CompanyCNB, promptly after Buyer OPOF 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 Buyer OPOF Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent OPOF is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or any request by the SEC for additional information. (d) After the Registration Statement is declared effective under the Securities Act, CNB shall promptly mail the Proxy Statement/Prospectus to its shareholders. The expense of printing and mailing such materials shall be borne by CNB.

Registration Statement. (a) Buyer Each of Parent, Alternate Holdco and the Company agree to shall cooperate in and promptly prepare and Parent and Alternate Holdco shall file with the preparation of SEC as soon as practicable a registration statement Registration Statement on Form S-4 under the Securities Act (the “"Registration Statement”") and any amendments required thereto with respect to be filed by Buyer the Parent Common Stock issuable in the Merger or the Alternate Holdco common stock issuable in the Alternate Mergers if an Alternate Structure Event occurs. A portion of the Registration Statement shall also serve as the joint proxy statement with respect to the SEC meetings of the stockholders of Parent and of the Company in connection with the issuance of Merger or the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof Alternate Mergers (the “"Proxy Statement/Prospectus”) and all related documents"). Each of Buyer The respective parties will cause the Proxy Statement/Prospectus and the Company agree to use its reasonable best efforts to cause the Registration Statement to be comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Parent and Alternate Holdco shall use their reasonable best efforts, and the Company will cooperate with Parent and Alternate Holdco, to have the Registration Statement declared effective by the SEC as promptly as reasonably practicable after the filing thereofpracticable. Buyer also agrees to Parent and Alternate Holdco shall use their reasonable best efforts to obtain any obtain, prior to the effective date of the Registration Statement, all necessary state securities law or “blue sky” "Blue Sky" permits and or approvals required to carry out the transactions contemplated by this AgreementAgreement and will pay all expenses incident thereto. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer A-25 Parent will advise the Company, promptly after Buyer it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or order, the suspension of the qualification of Buyer the Parent Common Stock issuable in connection with the Merger or the Alternate Holdco common stock issuable in connection with the Alternate Mergers for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for amendment of the amendment Proxy Statement/ Prospectus or supplement of the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. (b) Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to its stockholders as promptly as practicable after the date hereof. (c) Each of Parent and the Company agrees that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and of the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it is filed or becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Registration Statement. (a) Buyer As promptly as practicable after the date hereof, Purchaser shall prepare with the assistance, cooperation and commercially reasonable efforts of the Company agree to cooperate in Group, and file with the preparation of SEC a registration statement on Form S-4 F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) to be filed by Buyer with the SEC in connection with the issuance registration under the Securities Act of the Buyer Common Stock Purchaser Ordinary Shares to be issued in the Merger (including the Reincorporation Merger, which Registration Statement will also contain a proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof Parent (as amended, the “Proxy Statement/Prospectus”) for the purpose of soliciting proxies from Parent stockholders for the matters to be acted upon at the Parent Special Meeting and all related documents). Each providing the public stockholders of Buyer Parent an opportunity in accordance with Parent’s organizational documents and the Company agree IPO Prospectus to use its reasonable best efforts have their Parent Common Stock redeemed in conjunction with the stockholder vote on the Parent Stockholder Approval Matters as defined below. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from Parent stockholders to cause the Registration Statement vote, at an extraordinary general meeting of Parent stockholders to be declared effective called and held for such purpose (the “Parent Special Meeting”), in favor of resolutions approving (i) the adoption and approval of this Agreement and the Additional Agreements and the transactions contemplated hereby or thereby, including the Reincorporation Merger and the Acquisition Merger, by the holders of Parent Common Stock in accordance with the Parent’s Organizational Documents, Delaware Law, Cayman Law and the rules and regulations of the SEC and Nasdaq, (ii) adoption and approval of assumption of Company Plan by the Purchaser, (iii) such other matters as promptly as reasonably practicable after the filing thereof. Buyer also agrees Company Group and Parent shall hereafter mutually determine to use reasonable best efforts be necessary or appropriate in order to obtain any necessary state securities law or “blue sky” permits effect the Reincorporation Merger, the Acquisition Merger and approvals required to carry out the other transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants Agreement (the approvals described in requesting and obtaining appropriate opinionsforegoing clauses (i) through (iii), consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Actcollectively, the Company“Parent Stockholder Approval Matters”), at its expenseand (iv) the adjournment of the Parent Special Meeting, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably if necessary or advisable desirable in the reasonable determination of Parent. If on the date for which the Parent Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares to obtain the Required Parent Stockholder Approval (as defined below), whether or not a quorum is present, Parent may make one or more successive postponements or adjournments of the Parent Special Meeting. In connection with the Registration Statement, Parent, Purchaser and the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such Company Group will file with the SEC financial and other party or any of its Subsidiaries to any Governmental Authority in connection with information about the transactions contemplated hereby. Each of Buyer by this Agreement in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in Parent’s organizational documents, Delaware Law, Cayman Law and the rules and regulations of the SEC and Nasdaq. The Purchaser shall cooperate and provide the Company agrees, as to itself Group (and its Subsidiariescounsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC. The Company Group shall provide the Purchaser Parties with such information concerning the Company Group and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that none of the information supplied may be required or to be supplied by it appropriate for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement in any amendments or supplements thereto, if any, becomes effective under which information provided by the Securities Act, will Company Group shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, made not materially misleading (subject to the qualifications and limitations set forth in the light of materials provided by the circumstances under which they are madeCompany Group). If required by applicable SEC rules or regulations, not misleadingsuch financial information provided by the Company Group must be reviewed or audited by the Company Group’s auditors. The Parent shall provide such information concerning Parent and its equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and (ii) operations that may be required or appropriate for inclusion in the Proxy Registration Statement/Prospectus and , or in any amendment amendments or supplement supplements thereto, at which information provided by the date of mailing to shareholders Parent shall be true and at the time of the Company Meeting, will correct and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinmade not materially misleading. The Purchaser will use all commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Acquisition Merger and the transactions contemplated hereby. (b) Each party shall, and shall cause each of its subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available at a reasonable time and location to the Company Group, Parent and their respective representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement, including the Registration Statement, and responding in a timely manner to comments from the SEC. Each party shall promptly correct any information provided by it for use in the light of the circumstances under which they are made, not misleading. Each of Buyer Registration Statement (and the Company further agrees that other related materials) if it shall become aware prior and to the Effective Time of any extent that such information that would cause any of the statements in the Proxy Statement/Prospectus is determined to be have become false or misleading with respect to in any material factrespect or as otherwise required by applicable Laws. Purchaser shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to omit to state any material fact necessary to make be filed with the statements therein not false or misleading, it SEC and the Parent shall promptly inform the other party thereof and shall take the necessary steps to correct cause the Proxy Statement/ProspectusStatement to be disseminated to Parent’s stockholders, in each case as and to the extent required by applicable Laws and subject to the terms and conditions of this Agreement and Parent’s Organizational Documents. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when As soon as practicable following the Registration Statement has become “clearing” comments from the SEC and being declared effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC SEC, Parent shall distribute the Proxy Statement to Parent’s stockholders, and, pursuant thereto, shall call the Parent Special Meeting in accordance with the Delaware Law for a date no later than forty-five (45) days following the amendment or supplement effectiveness of the Registration Statement or for additional informationStatement.

Registration Statement. (a) Buyer and It is intended that the Company agree CVCY Common Stock to cooperate in be issued pursuant to this Agreement will be registered under the preparation of a registration statement Securities Act on Form S-4 S‑4 filed with the SEC (the “Registration Statement”) to be filed by Buyer ). SVBank and CVCY shall prepare, and CVCY shall file with the SEC SEC, as promptly as practicable but in connection with the issuance any event within 45 days of the Buyer Common Stock in date of this Agreement, the Merger (including Registration Statement, which shall include the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) , and all related documents). Each of Buyer and the Company agree to CVCY shall use its commercially reasonable best efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersthereafter. (b) Each SVBank shall promptly advise CVCY, and CVCY shall promptly advise SVBank, in writing if at any time it shall have obtained knowledge of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably any facts that might make it necessary or advisable appropriate to amend or supplement the Registration Statement or the Proxy Statement and/or prospectus to be sent to Shareholders in connection with SVBank Shareholders Meeting, in order to make the statements contained or incorporated by reference therein not misleading or to comply with applicable laws, and SVBank and CVCY shall cooperate in filing with the SEC or its staff or any other government officials, and/or delivering to the holders of SVBank capital stock, any such amendment or supplement. (c) Each party hereto shall notify the other promptly of the receipt of any comments from the SEC or its staff and or any request by the SEC or its staff or any other government officials for amendments or supplements to the Registration Statement or the Proxy Statement or any other filing or for additional information and shall supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Registration Statement or the Proxy Statement or other filing. SVBank and CVCY shall each use its respective reasonable commercial efforts to respond promptly to any comments of the SEC or its staff. (d) SVBank and CVCY shall each use its respective reasonable commercial efforts to cause the Registration Statement, the Proxy Statement/Prospectus or Statement and any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries materials submitted to any Governmental Authority the Shareholders in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as SVBank Shareholders’ Meeting to itself and its Subsidiaries, that none of the comply in all materials respects with applicable laws. (e) The information supplied or to be supplied by it SVBank for inclusion or incorporation by reference in the Registration Statement shall not, at (i) the Registration Statement, at the time the Registration Statement is filed, amended, supplemented or declared effective and each amendment (ii) the Effective Time or supplement theretothe date of SVBank Shareholders Meeting, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading. (f) The information supplied by the CVCY for inclusion in the light of Registration Statement shall not, at (i) the circumstances under which they are madetime the Registration Statement is filed, not misleadingamended, supplemented or declared effective and (ii) the Proxy Statement/Prospectus and any amendment Effective Time or supplement thereto, at the date of mailing to shareholders and at the time of the Company SVBank Shareholders Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact required to be stated therein or necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (cg) Buyer will advise If the Company, promptly after Buyer receives notice thereof, SEC requires a tax opinion in connection with the filing of the time when the Registration Statement has become effective or any supplement or amendment has been filedStatement, of (i) CVCY shall use its commercially reasonable efforts to cause its counsel to provide such opinion addressed to CVCY and (ii) SVBank shall use its commercially reasonable efforts to cause its counsel to provide such opinion addressed to SVBank; provided, that the issuance of any stop order or such opinions shall be conditioned upon the suspension receipt by such counsels of the qualification customary representation letters from each of Buyer Common Stock for offering or sale SVBank, Central Valley Community Bank and CVCY in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request a form reasonably agreed to by the SEC for parties, and the amendment or supplement parties shall otherwise reasonably cooperate with each other in the issuance of the Registration Statement or for additional informationsuch legal opinions.

Registration Statement. (a) Buyer and The Subscriber shall have the right, at its option exercised by written notice to the Company agree and at its sole cost and expense, to cooperate cause the Company to prepare and file with the appropriate regulatory authorities in the preparation of United States and Canada, as applicable and as requested by the Subscriber, a “resale” registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer with registering the SEC in connection with the issuance of the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “Proxy Statement/Prospectus”) and all related documents). Each of Buyer and the Company agree to use its reasonable best efforts to cause the Registration Statement to be declared effective Warrant Shares for resale by the SEC as Subscriber. In such event, and promptly as reasonably practicable after the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters receipt of a request from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus Subscriber shall: (a) furnish in writing to its shareholders.the Company all information within the Subscriber’s possession or knowledge required by the applicable rules and regulations of the Securities Regulators and any applicable Securities Laws concerning the proposed method of sale or other disposition of the Warrant Shares and the identity of and compensation to be paid to any proposed broker-dealer(s) to be employed in connection therewith and indemnify the Company for the accuracy thereof; (b) Each execute and deliver to the Company such written undertakings as the Company and its counsel may reasonably require in order to ensure full compliance with relevant provisions of Buyer the applicable Securities Laws if the Subscriber desires to sell and distribute the Warrant Shares over a period of time, or from time to time, at then prevailing market prices, pursuant to the Registration Statement; (c) if, during the effectiveness of a Registration Statement filed pursuant to this Subscription Agreement, an intervening event should occur which, in the reasonable opinion of the Company’s counsel, makes the prospectus included in the Registration Statement no longer compliant with the applicable Securities Laws or the requirements of the Securities Regulators, after notice containing the facts and legal conclusions relied upon from the Company to the Subscriber of the occurrence of such an event, make no further sales or other dispositions, or offers therefor, of the Warrant Shares under such Registration Statement until the Subscriber receives from the Company copies of a new, amended or supplemented prospectus complying with the applicable Securities Laws or applicable requirements of the Securities Regulators as soon as practicable after such notice. The Company shall keep the Subscriber fully informed as to the status of the Company’s efforts which shall be prompt and diligent to cause such new, amended or supplemented prospectus to be available for use by the Subscriber, provided that the Subscriber furnishes in writing all information within the Subscriber’s possession or knowledge that the Company or its counsel may reasonably require in order to ensure that the new, amended or supplemented prospectus complies with the applicable Securities Laws and the requirements of the Securities Regulators; (d) immediately reimburse the Company agrees, upon request, to furnish the other party for any expenses incurred with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable third parties (including legal expenses) in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Parent agrees to prepare and the Company agree to cooperate in the preparation of file a registration statement on Form S-4 or other applicable form (as may be amended, the “"Registration Statement”") to be filed by Buyer with the SEC in connection with the issuance of the Buyer Parent Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Proxy Statement/Prospectus”") and all related documents). The Company shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above-referenced documents based on its Knowledge of and access to the information required for said documents, and the Company, and its legal, financial and accounting advisors, shall have the right to review in advance and reasonably approve such Registration Statement prior to its filing. The Company agrees to reasonably cooperate with Parent and Parent's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisors and independent auditor in connection with the Registration Statement and the Proxy Statement/Prospectus. Provided that the Company has reasonably cooperated in all material respects as described above, Parent agrees to promptly file, or cause to be filed, the Registration Statement and the Proxy Statement/Prospectus with the SEC. Each of Buyer and the Company agree and Parent agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Parent also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “"blue sky” " permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, Parent and the Company, at its expense, Company shall promptly mail the Proxy Statement/Prospectus to its their respective shareholders. (b) Each of Buyer and the Company agrees, upon request, Parent agrees to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will 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 are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer Each of Nortel and the Company agree agrees to cooperate in the preparation of a registration statement on Form S-4 (the “"Registration Statement”") to be filed by Buyer Nortel with the SEC in connection with the issuance of the Buyer Nortel Common Stock Shares in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company constituting a part thereof (the “"Company Proxy Statement/Prospectus”") and all related documents). Each of Buyer The Registration Statement and the Company agree Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. Provided the other party has cooperated as required above, the Company agrees to file the Company Proxy Statement in preliminary form with the SEC as promptly as reasonably practicable, and Nortel agrees to file the Registration Statement with the SEC as promptly as reasonably practicable after any SEC comments with respect to the preliminary Proxy Statement are resolved or at such earlier time as Nortel may elect. Each of Nortel and the Company shall, as promptly as practicable after receipt thereof, provide copies of any written comments received from the SEC with respect to the Registration Statement and the Company Proxy Statement, as the case may be, to the other party, and advise the other party of any oral comments with respect to the Registration Statement or the Company Proxy Statement received from the SEC. Each of Nortel and the Company agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof, and the Company agrees to mail the Company Proxy Statement to its shareholders as promptly as practicable after the Registration Statement is declared effective. Buyer Nortel also agrees to use reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and furnish to Nortel all information concerning the Company’s independent auditors , its Subsidiaries, officers, directors and stockholders as may be reasonably requested in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholdersforegoing. (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer Nortel and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading, misleading and (ii) the Company Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto will, at the date of mailing to shareholders stockholders and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they are were made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will Nortel agrees to advise the Company, promptly after Buyer Nortel 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 Buyer the Nortel Common Stock Shares for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) Nortel will use its reasonable best efforts to obtain, and will provide evidence reasonably satisfactory to the Company, of all necessary rulings or orders of Canadian securities regulatory authorities exempting the distribution by Nortel of the Nortel Common Shares and options to purchase Nortel Common Shares under the Merger and the resale of Nortel Common Shares issued under the Merger in Canada as contemplated by this Agreement from the registration and prospectus requirements under applicable Canadian securities laws on terms reasonably satisfactory to Nortel and the Company.

Registration Statement. (a) Buyer and As promptly as practicable, the Company agree to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”) to be filed by Buyer will prepare and file with the SEC in connection with the issuance SEC, and as soon as permitted under applicable regulations of the Buyer Common Stock in SEC and provided the Merger F-4 (including as such term is hereinafter defined) has become effective, will mail to the proxy statement and prospectus and other proxy solicitation materials shareholders of the Company constituting appropriate proxy materials (hereinafter referred to as the "Proxy Materials"), including a part thereof notice of the Meeting, proxy statement (hereinafter referred to as the “"Proxy Statement/Prospectus”") and all related documents). Each form of Buyer proxy which comply with the Exchange Act and the applicable regulations of the SEC thereunder. BMO and BFC respectively will furnish to the Company agree to use all information concerning BMO and BFC as the Company or its reasonable best efforts to cause counsel may reasonably request and which is required or customary for inclusion in the Registration Statement to be declared effective by Proxy Materials. The Company shall file the Proxy Materials in preliminary form with the SEC as promptly as reasonably practicable after and respond as promptly as practicable to all comments thereon of the filing thereofSEC with a view toward mailing definitive Proxy Materials at the earliest practicable date (the date of such mailing herein referred to as the "Proxy Mailing Date"). Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits In the Proxy Materials, the Company shall present this Agreement and approvals required to carry out the transactions contemplated hereby for approval by this Agreementthe shareholders of the Company at the Meeting. The Company agrees shall include in the Proxy Materials a recommendation by its board of directors to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor shareholders of the Company that this Agreement and the Company’s independent auditors in connection with the Registration Statement Merger be approved and adopted, subject to its rights pursuant to Section 2.22. Prior to submitting the Proxy Statement/Prospectus. After Materials and any amendment, supplement or revision thereof to the Registration Statement is declared effective under SEC or the Securities Act, shareholders of the Company, at its expense, shall promptly mail and once a reasonably final draft of the Proxy Statement/Prospectus Materials or any such amendment, supplement or revision has been prepared, the Company shall distribute such draft and successive drafts of such materials to BMO and its shareholders. counsel at the same time as such drafts are distributed to persons within the Company or the Company Subsidiaries and shall provide BMO and its counsel with the same opportunity to review and comment upon such drafts as the other persons to whom the drafts are distributed. Prior to responding to any comments of the SEC or any other regulatory or supervisory authority relating to the Proxy Materials, the Company shall review any proposed responses with BMO and BFC and its counsel. The Company represents to BMO and BFC that the Proxy Materials (a) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder and (b) Each of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration Statement, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will not contain any untrue statement of a material fact fact, or omit to state a any material fact necessary in order to make the statements thereintherein not false or misleading; PROVIDED, HOWEVER, that in the light of the circumstances under which they are madeno event, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of shall the Company Meeting, will contain be liable for any untrue statement of a material fact or omit omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus Materials made in reliance upon, and in conformity with, written information concerning BMO or BFC which was furnished by BMO or BFC to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectus. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. As soon as reasonably practicable after the execution of this Agreement, in accordance with Applicable Law and subject to the requirements of the appropriate Governmental Authorities, (ai) Buyer the Purchaser, the Company WFB and WFS shall cooperate in preparing, and shall cause to be filed with the SEC, a joint proxy statement (together with any amendments thereof or supplements thereto, the “Joint Proxy Statement”) to solicit proxies from (x) the shareholders of the Company in favor of the approval of the Parent Merger and the Company agree to cooperate adoption of this Agreement and (y) the shareholders of WFS in favor of the preparation approval of the Subsidiary Merger and the adoption of this Agreement; and (ii) the Purchaser shall prepare and file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) ,” which shall include the Joint Proxy Statement and a prospectus for Purchaser Shares to be filed by Buyer with the SEC issued in connection with the issuance Mergers, the “Prospectus”), in connection with the registration under the Securities Act of Purchaser Shares to be issued to the Buyer Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials shareholders of the Company constituting a part thereof (and WFS pursuant to the Mergers. The Joint Proxy Statement, together with the Prospectus, are sometimes hereinafter referred to collectively as the “Proxy Statement/Prospectus”) and all related documents). Disclosure Document.” Each of Buyer the Purchaser, the Company, WFB and the Company agree to WFS shall use its commercially reasonable best efforts to cause the Registration Statement to be declared become effective by the SEC as promptly as reasonably practicable after practicable, and prior to the filing thereof. Buyer also agrees to use reasonable best efforts to obtain any necessary state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, shall promptly mail the Proxy Statement/Prospectus to its shareholders. (b) Each date of Buyer and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus Purchaser shall take all or any filing, notice action required under any applicable federal or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority state securities laws in connection with the transactions contemplated herebyissuance of Purchaser Shares pursuant to the Mergers. Each of Buyer the Purchaser, the Company, WFB and WFS shall furnish all information concerning the Purchaser, the Company, WFB and WFS as the other party may reasonably request in connection with such actions and the Company agrees, as to itself and its Subsidiaries, that none preparation of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) Disclosure Document and the Registration Statement, at the time . As promptly as practicable after the Registration Statement and each amendment or supplement theretoshall have become effective, if any, becomes effective under the Securities Act, will 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 are made, not misleading, and (ii) the Proxy Statement/Prospectus and any amendment or supplement thereto, at the date of mailing to shareholders and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit and WFS shall mail the Disclosure Document to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Each of Buyer and the Company further agrees that if it shall become aware prior to the Effective Time of any information that would cause any of the statements in the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and shall take the necessary steps to correct the Proxy Statement/Prospectustheir respective shareholders. (c) Buyer will advise the Company, promptly after Buyer receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Common Stock for offering or sale in any jurisdiction, of the initiation or threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.

Registration Statement. (a) Buyer and the Company agree Parent agrees to cooperate in the preparation of prepare a registration statement on Form S-4 or other applicable form (the “"Registration Statement”") to be filed by Buyer Parent with the SEC in connection with the issuance of the Buyer Parent Common Stock in the Merger (including the proxy statement and prospectus and other proxy solicitation materials of the Company Pocono constituting a part thereof EXECUTION COPY (the “"Proxy Statement/Prospectus”") and all related documents). Pocono shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and Pocono, and its legal, financial and accounting advisors, shall have the right to review in advance and consult with respect to such Registration Statement prior to its filing. Pocono agrees to cooperate with Parent and Parent's counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Provided that Pocono has cooperated as described above, Parent agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable. Each of Buyer Pocono and the Company agree Parent agrees to use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by under the SEC Securities Act as promptly as reasonably practicable after the filing thereof. Buyer Parent also agrees to use its reasonable best efforts to obtain any all necessary state securities law or “blue sky” "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. The Company agrees to cooperate with Buyer and Buyer’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from the Financial Advisor and the Company’s independent auditors in connection with the Registration Statement and the Proxy Statement/Prospectus. After the Registration Statement is declared effective under the Securities Act, the Company, at its expense, Pocono shall promptly mail at its expense the Proxy Statement/Prospectus Statement to its shareholders. (b) Each of Buyer Pocono and the Company agrees, upon request, to furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement/Prospectus or any filing, notice or application made by or on behalf of such other party or any of its Subsidiaries to any Governmental Authority in connection with the transactions contemplated hereby. Each of Buyer and the Company agrees, as to itself and its Subsidiaries, Parent agree that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in (i) the Registration StatementStatement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading. Each of Pocono and Parent agree that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the light of the circumstances under which they are made, not misleading, and (ii) the Proxy Statement/Prospectus Statement and any amendment or supplement theretothereto shall, at the date of mailing to Pocono's shareholders and at the time of the Company Pocono Meeting, will contain any untrue statement of a material fact or omit to state a 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, therein not misleading. Each of Buyer Pocono and the Company Parent further agrees agree that if it such party shall become aware prior to the Effective Time Date of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement/Prospectus Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall to promptly inform the other party parties thereof and shall to take the necessary steps to correct the Registration Statement or the Proxy Statement/Prospectus. (c) Buyer will Parent agrees to advise the CompanyPocono, promptly after Buyer Parent receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of Buyer Parent Common Stock for offering or sale in any jurisdiction, of the initiation or or, to the extent Parent is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information.