Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.

Regulatory Matters. (a) Subject to Section 4.4Schedule 3.29 sets forth, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 as of the Merger AgreementRestatement Effective Date, to supply and provide information that, to such Stockholder’s knowledge, is a complete and accurate in correct list of all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws Registrations held by each Credit Party and its Subsidiaries. Such listed Registrations are the only Registrations that are required for the Credit Parties and their Subsidiaries to conduct their respective businesses as presently conducted or advisable as proposed to be conducted. Each Credit Party and its Subsidiaries has, and it and its Products are in conformance with, all Registrations required to conduct its respective businesses as now or currently proposed to be conducted except where the failure to have such Registrations would not reasonably be expected to have, either individually or in the aggregate, a result ofMaterial Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, neither the FDA nor other Governmental Authority is considering limiting, suspending, or pursuant torevoking such Registrations or changing the marketing classification, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act labeling or any other Antitrust Laws parameter of the Products of the Credit Parties or based on any of their respective Subsidiaries, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, there is no false or misleading information or significant omission in any product application or other submission to the FDA or other Governmental Authority administering Public Health Laws, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Credit Parties and their respective Subsidiaries have fulfilled and performed their obligations under each Registration, and to the knowledge of each Credit Party and its Subsidiaries, no event has occurred or condition or state of facts exists which would constitute a breach or default, or would cause revocation or termination of any such Registration, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, no event has occurred or condition or state of facts exist which presents, or threatens to present, liability related to Regulatory Matters that would constitute, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, any third party that is a manufacturer or contractor for the Credit Parties or any of their respective Subsidiaries is in compliance with all Registrations required approval, consent, notice by the FDA or filing with a comparable Governmental Authority and such actions by the Governmental Authority relate all Public Health Laws insofar as they reasonably pertain to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” Products of the Stockholder shall include any portfolio company Credit Parties and their respective Subsidiaries, except as would not reasonably be expected to have, either individually or in which such Stockholder or any of its Affiliates has made the aggregate, a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselMaterial Adverse Effect.

Regulatory Matters. (a) Subject to Section 4.4As promptly as practicable following the date of this Agreement, Cascade shall promptly prepare and file with the Stockholder shallSEC the S-4, in which the Joint Proxy Statement will be included. Each of Cascade and Home shall use their its commercially reasonable best efforts to cause their Affiliates to, respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the S-4 or any related matters. Each of Home and Cascade shall use their its commercially reasonable best efforts, consistent with efforts to have the time frames set forth in Section 6.4 of S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the S-4 being declared effective, Home and Cascade shall thereafter mail or deliver the Joint Proxy Statement to their respective shareholders. Cascade shall also use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, to supply and provide Home shall furnish all information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement concerning Home and the related financings and transactions, including, without limitation, information required or holders of Home Common Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively)such action. If at any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate time prior to the activities Effective Time any event occurs or investments of such Stockholder information relating to Home or its Affiliates (solely for purposes of this Section 4Cascade, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made their respective affiliates, directors or officers, should be discovered by Home or Cascade that should be set forth in an amendment or supplement to either the S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a debt material fact or an equity investment)omit to state any material fact necessary to make the statements therein, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance light of the Termination Datecircumstances under which they were made, Parent may provide written notice of not misleading, the party that determination discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Stockholderextent required by applicable law, and Parent may elect disseminated to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the StockholderHome’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselshareholders.

Regulatory Matters. (a) Subject to Section 4.43.9.1 Seller, the Stockholder shallor an Affiliate of Seller, possesses, and shall use their reasonable best efforts since May 1, 2012 has possessed, or has a right of reference to cause their Affiliates toall material Regulatory Approvals necessary to conduct the Product Business as currently or then conducted or develop the Third Generation Product as currently being developed. All such material Regulatory Approvals are in full force and effect, use their reasonable best effortsand no Governmental Authority has imposed any material obligation or other Encumbrance upon any such Regulatory Approval that remains unsatisfied or undischarged, consistent with the time frames except as set forth in Section 6.4 3.9.1 of the Merger AgreementSeller Disclosure Schedule. Since May 1, 2012, neither Seller nor its Affiliates, and to Seller’s Knowledge, no Partners have received any written communication from any Governmental Authority threatening to revoke, withdraw, suspend, cancel or terminate any such Regulatory Approvals, and there is no proceeding pending or, to supply Seller’s Knowledge, threatened regarding the suspension or revocation of any such Regulatory Approval. Since May 1, 2012, Seller has not received, and provide information thatto Seller’s Knowledge, no Partners have received (i) any written notice that the FDA or any other Governmental Authority has commenced, or threatened to initiate, any action to request a recall of the Product, or commenced, or threatened to initiate, any action to enjoin production at any facility at which the Product is Manufactured; or (ii) any FDA Form 483, notice, warning letter, untitled letters, or any other similar correspondence or notice related to the Seller Products stating that Seller and/or the applicable Partner was or is in material violation of any Law, clearance, approval, or exemption. Seller has not voluntarily or involuntarily surrendered, terminated or permitted to lapse or expire any Regulatory Approval used or maintained by Seller in the conduct of the Product Business or the development of the Third Generation Product except where the surrender, termination, or lapse would not reasonably be expected to materially adversely affect the Product Business or Purchased Assets. Since May 1, 2012, Seller or its Affiliates and, to Seller’s Knowledge, any Partner that Manufactures or distributes any Seller Product, have timely filed with the applicable Governmental Authority all required filings, declarations, listings, registrations, reports or submissions that are material to conduct of the Product Business or the development of the Third Generation Product, including Adverse Event reports. All such Stockholder’s knowledgefilings, is complete and accurate declarations, listings, registrations, reports or submissions (A) were in compliance in all material respects with all applicable Laws when filed; (B) were true, accurate and complete in all material respects as of the date made, and, to the extent required to be updated, as so updated remained true, accurate and complete in all material respects, or were corrected or supplemented by a subsequent filing; (C) do not materially misstate any of the statements or information included therein or omit to state a material fact necessary to make the statements therein not misleading; and (D) no material deficiencies have been asserted by any applicable Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to any such filings, declarations, listings, registrations, reports or submissions. Neither Seller nor its shares Affiliates is in material violation of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 terms of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal any Regulatory Approval related to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new Product or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselThird Generation Product.

Regulatory Matters. (a) Subject The Parties shall cooperate with each other and use their respective reasonable best efforts to Section 4.4promptly prepare and file all necessary documentation (including Notification and Report Forms, if required, under the Stockholder shallHSR Act (which, if required, shall be filed within ten business days of the date hereof) and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Mergers), to use reasonable best efforts to cause the expiration or termination of any applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act and any applicable Laws in foreign jurisdictions governing antitrust or merger control matters, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any applicable Laws in foreign jurisdictions governing antitrust or merger control matters and to comply with the terms and conditions of all such Permits, consents, approvals, clearances and authorizations of all such Governmental Entities. Each of SuperMedia and Dex shall have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to SuperMedia or Dex, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each of SuperMedia and Dex shall consult with each other with respect to the obtaining of all Permits, consents, approvals, clearances and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the Other Party with copies of notices or other communications received by SuperMedia or Dex, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require Dex or SuperMedia to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing Permits, consents, approvals, clearances and authorizations of third parties or Governmental Entities, that would reasonably be expected to have a material adverse effect on Newco, Dex, SuperMedia, Dex Surviving Company or SuperMedia Surviving Company (a “Materially Burdensome Condition”). In addition, SuperMedia and Dex agree to cooperate and use their reasonable best efforts to cause their Affiliates toprepare and file such petitions and filings, use their reasonable best effortsand to obtain such permits, consistent with the time frames set forth in Section 6.4 consents, approvals, clearances and authorizations of third parties and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement SuperMedia Subsidiaries and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the Dex Subsidiaries following consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselMergers.

Regulatory Matters. (a) Subject to Section 4.4, A copy of each Transfer Letter authorizing the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 transfer of ownership of the Merger Agreement, INDs and CTAs as well as the orphan drug designation owned by Seller to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to Buyer shall be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based delivered on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority Closing Date and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates within ten (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate10) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on Business Days after the Closing Date, (a) Seller shall submit the Transfer Letters to fund the Required Amount relevant Governmental Authorities and shall notify Buyer of such submission on the date submitted (providing Buyer an electronic copy of the submission with such notification) and (b) shall provide to Buyer the full regulatory file for the INDs and CTAs held by the Seller, including all available electronic meta data. Upon notification of the Seller’s submission of the Transfer Letter to the relevant Governmental Authorities, Buyer shall execute and submit to the relevant Governmental Authorities letters acknowledging Buyer’s commitment to assume ownership of the INDs and CTAs and the orphan drug designation owned by Seller. As of the Closing Date, except as otherwise set forth in this Section 7.7, Buyer shall be solely responsible for taking any actions necessary to (i) obtain any documentation required to maintain the INDs and CTAs or the orphaned drug designation owned by Seller or obtain any further authorizations under any Applicable Law, and (ii) do not impose new or additional conditions otherwise comply with any Applicable Law with respect to regulatory authorizations. During the receipt of such financing relative to period between the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder Closing Date and the Stockholder may date that is that is eighteen (18) months from the Closing Date, Seller shall provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications reasonable assistance as requested by Buyer in connection with Buyer’s fulfilment of its obligations under this Section 7.7. Except as set forth in any further written agreement between the Merger pursuant Parties, as of the Closing Date, Buyer shall be solely responsible for investigating and reporting adverse experiences for the Product to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file Governmental Authorities and addressing any Regulatory Filings that contain information with respect such Governmental Authorities’ inquiries related to the Stockholder safety of the Product; provided, however, that Seller shall provide reasonable assistance and cooperation to Buyer to the extent any such investigations or its affiliates without first providing inquiries related to the Stockholder manufacture or development of the Product prior to the Closing Date by or on behalf of Seller. Except as set forth in any further written agreement between the Parties, as of the Closing Date, Buyer shall be solely responsible for addressing any Person’s medical inquiries or complaints relating to the Product; provided, however, that Seller shall provide reasonable assistance and its counsel a reasonable opportunity cooperation to review and comment thereon, and will give good faith consideration Buyer to all reasonable additions, deletions the extent any such inquiries or changes suggested complaints related to the manufacture or Development of the Product prior to the Closing Date by the Stockholder and its counselor on behalf of Seller.

Regulatory Matters. (a) Subject TD Banknorth agrees to Section 4.4prepare a registration statement on Form S-4 or other applicable form (as may be amended, the Stockholder shall“Registration Statement”) to be filed by TD Banknorth with the SEC in connection with the issuance of TD Banknorth Common Stock in the Merger (including the prospectus of TD Banknorth and the joint proxy statement and other proxy solicitation materials of Hxxxxx United and TD Banknorth constituting a part thereof (as may be amended, the “Proxy Statement/Prospectus”) and shall all related documents). Provided that Hxxxxx United has fulfilled its obligations under Section 7.1(d) in all material respects, TD Banknorth 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 Hxxxxx United and TD Banknorth agrees to use their its reasonable best efforts to cause their Affiliates to, the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. TD Banknorth also agrees to use their its reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, efforts to supply obtain all necessary state securities law or “blue sky” permits and provide information that, approvals required to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of carry out the transactions contemplated by this Agreement. After the Merger Agreement based on Registration Statement is declared effective under the HSR Act or Securities Act, Hxxxxx United and TD Banknorth shall promptly mail the Proxy Statement/Prospectus to their respective shareholders. If at any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate time prior to the activities Effective Time any information relating to Hxxxxx United, TD Banknorth or investments their respective affiliates, officers or directors, should be discovered by Hxxxxx United or TD Banknorth which should be set forth in an amendment or supplement to either the Registration Statement or the Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such Stockholder information shall promptly notify the other Parties and, to the extent required by law, rules or its Affiliates (solely for purposes of this Section 4regulations, an “Affiliate” of appropriate amendment or supplement describing such information shall be promptly filed with the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination SEC and disseminated to the Stockholder, shareholders of Hxxxxx United and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselTD Banknorth.

Regulatory Matters. (a) Subject Parent, Merger Sub and the Company shall cooperate in preparing preliminary proxy materials, including the information required by Schedule 13E-3, relating to Section 4.4the Company Meeting (together with any amendments thereof or supplements thereto, the Stockholder “Proxy Statement”) and the Schedule 13E-3. The Company shall, as soon as practicable, file (after receiving Parent’s consent thereto, not to be unreasonably withheld or delayed) the Proxy Statement and Parent, Merger Sub and the Company shall, as soon as practicable, jointly file the Schedule 13E-3. Each of Parent, Merger Sub and the Company shall use their its reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 respond to any comments of the SEC (after providing Parent and Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate Sub (in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as the case of a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated response by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminateCompany) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information (in the case of a response by Parent or Merger Sub) with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Parent and Merger Sub as promptly as practicable of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 for additional information and shall supply Parent and Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3 or the transactions contemplated hereby. The Company will give good faith consideration cause the Proxy Statement and the Schedule 13E-3 (other than portions relating to Parent or Merger Sub) to comply in all reasonable additionsmaterial respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Company Meeting (including any requirement to amend or supplement the Proxy Statement) and the Schedule 13E-3. Parent and Merger Sub will cause those portions of the Proxy Statement and the Schedule 13E-3 relating to Parent and Merger Sub to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the Schedule 13E-3. Without limiting the generality of the foregoing, deletions or changes suggested each party shall furnish to the other such information relating to it and its affiliates and the transactions contemplated hereby and such further and supplemental information as may be reasonably requested by the Stockholder other party and shall promptly notify the other party of any change in such information. The Company, as to itself and its counselSubsidiaries, and Parent and Merger Sub, as to themselves and each of their Subsidiaries, agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement, the Schedule 13E-3 or any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting, contain (i) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any 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 not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement, the Schedule 13E-3 or any amendment or supplement thereto. If at any time prior to the Company Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3, the Company (or, in the case of the Schedule 13E-3, the Company, Parent and Merger Sub) shall promptly prepare and, to the extent required by law, rule or regulation, the Company shall mail to its stockholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement or the Schedule 13E-3 will be made by the Company without Parent’s prior consent, not to be unreasonably withheld or delayed.

Regulatory Matters. (a) Subject to Section 4.4, Each of Parent and the Stockholder Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause their Affiliates toto be taken, use their reasonable best efforts, consistent and assist and cooperate with the time frames set forth other party in Section 6.4 of the Merger Agreementtaking, to supply and provide information thatall actions necessary, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required proper or advisable as a result ofto comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information waiver that may be required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought obtained in connection with the consummation transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including actions required in order to effect the Bank Merger immediately after the Effective Time and to continue any Contract of the Company or its Subsidiaries following the Closing or to avoid any penalty or other fee under such Contracts, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, including the Merger and the Bank Merger (collectively, the “Regulatory Filings” and the, “Regulatory DisclosuresApprovals”, respectively). If any The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Regulatory Agencies or other Governmental Authority seeks Entities that are necessary or advisable to prevent the consummation of consummate the transactions contemplated by this Agreement, including the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselApprovals.

Regulatory Matters. (a) Subject Notwithstanding anything in any Credit Document to Section 4.4the contrary, the Stockholder Collateral Agent, on behalf of the Secured Parties, agrees that to the extent prior FCC or State PUC approval is required pursuant to Communications Laws for (i) the operation and effectiveness of any right or remedy hereunder or under any other Collateral Document or (ii) taking any action that may be taken by the Collateral Agent hereunder or under the other Collateral Documents, such right, remedy or actions will be subject to any such prior FCC or State PUC, as applicable, approval having been obtained by or in favor of the Collateral Agent, on behalf of the Secured Parties. Notwithstanding anything herein to the contrary, the Collateral Agent, on behalf of the Secured Parties, acknowledges that, to the extent required by the FCC or any applicable State PUC, the voting rights in the Pledged Securities, as well as de jure, de facto and negative control over all FCC or State PUC authorizations, shall remain with the Grantors even if an Event of Default has occurred and is continuing until the FCC and/or State PUC(s), as applicable, shall have given its prior consent to the exercise of securityholder rights by a purchaser at a public or private sale of the Pledged Securities or to the exercise of such rights by a receiver, trustee, conservator or other agent duly appointed in accordance with the applicable law. The Grantors shall, upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, file or cause to be filed such applications for approval and shall take such other actions reasonably required by the Collateral Agent to obtain each such FCC or State PUC approval or consent as is necessary to transfer ownership and control to the Collateral Agent, on behalf of the Secured Parties, or their successors, assigns or designees, of the Licenses held by the Grantors. To enforce the provisions of this Section 6.22, the Collateral Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction. Such receiver shall be instructed to seek from the FCC and every applicable State PUC an involuntary transfer of control of any such License for the purpose of seeking a bona fide purchaser to whom control will ultimately be transferred. Upon the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s request, the Grantors shall further use their reasonable best efforts to cause their Affiliates toassist in obtaining approval of the FCC and/or applicable State PUC(s), use their reasonable best effortsif required, consistent for any action or transactions contemplated hereby, including the preparation, execution and filing with the time frames set forth in Section 6.4 FCC and/or applicable State PUC(s) of the Merger Agreement, assignor’s or transferor’s portion of any application for consent to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to the assignment of any Governmental Authority requesting such information in connection with filings License or notifications undertransfer of control, or relating tonotice of such assignment or transfer, as applicable, necessary or appropriate under the FCC’s and/or any applicable laws that are required State PUC(s)’ rules and regulations for approval of the transfer or advisable as a result ofassignment of any portion of the Collateral, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection together with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter License or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselauthorization.

Regulatory Matters. In the event that Agensys determines that any regulatory filings for any Compounds or Products are required for any activities hereunder (a) Subject to Section 4.4including any activities under the Research Program), the Stockholder shallincluding INDs, BLAs / NDAs, Drug Master Files (DMFs), and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings other Marketing Authorizations or notifications under, or relating to, applicable laws that are required or advisable foreign equivalents (as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investmentapplicable), then if Parent as between the Parties, Agensys shall have the sole right, in good faith reasonably determines that its discretion, to obtain such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement regulatory filings (in which case a Related Party’s name) and as between the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that contextParties, the Stockholder Related Party shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares owner of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amountall such regulatory filings; provided that such alternative financing arrangements (i) provide Parent with sufficient fundsAmbrx may be responsible at the direction of Agensys, when added to the proceeds in its sole discretion, for preparing certain subsections of the Equity Financing, Debt Financing IND and related technical reports and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect support of the Stockholder or any of its Affiliates as exclusive to IND for certain Compounds and/or Products. As between the Stockholder and the Stockholder may provide that any such sensitiveParties, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent Agensys or the Company Related Party shall not file any have the sole right to communicate and otherwise interact with Regulatory Filings that contain information Authorities with respect to the Stockholder or its affiliates without first providing Compounds and/or Products (including during the Stockholder and its counsel a reasonable opportunity to review and comment thereonResearch Term). For clarity, Ambrx shall have no right to, and will give good faith consideration shall not, make any regulatory filings related to any Compounds or Products or otherwise interact with any Regulatory Authorities with respect to the Compounds or Products. Notwithstanding the foregoing, Agensys shall provide Ambrx with copies those sections of all filings with Regulatory Authorities that reference Ambrx Know-How or Ambrx Patent Rights, and copies of all material communications to or from Regulatory Authorities that reference Ambrx Know-How or Ambrx Patent Rights, in each case as soon as practicable, but in any event, within twenty (20) Business Days prior to filing or within twenty (20) Business Days of receipt by Agensys. Agensys shall consult with Ambrx with respect to Ambrx Know-How or Ambrx-Patent Rights incorporated into any filings with Regulatory Authorities and shall incorporate comments from Ambrx in its reasonable additions, deletions or changes suggested by the Stockholder and its counseldiscretion.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, The Parties shall cooperate with each other and shall use their respective reasonable best efforts to cause their Affiliates topromptly prepare and file all necessary documentation, use their reasonable best effortsto effect all applications, consistent notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals, and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger and the Bank Merger), and to comply with the time frames set forth in Section 6.4 terms and conditions of the Merger Agreementall such permits, to supply consents, approvals and provide information that, to authorizations of all such Stockholder’s knowledge, is complete and accurate in all material respects to any third parties or Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger Entities (collectively, the “Regulatory Filings” and the, “Regulatory DisclosuresApprovals”, respectively). If As soon as practicable after the date of this Agreement (but in no event more than 75 days after the date hereof), Buyer shall prepare and file with the Federal Reserve Board and each other Governmental Entity having jurisdiction all applications and documents required to obtain the Regulatory Approvals (excluding the Regulatory Approvals applicable solely to the Bank Merger), and shall use its reasonable best efforts to obtain each necessary approval of or consent to consummate the Merger. Buyer shall provide CFC with reasonable opportunities to review and comment upon such documents before filing and to make such amendments and file such supplements thereto as CFC may reasonably request. Buyer shall provide CFC with copies of all material correspondence received from such Governmental Entities and all material responsive correspondence sent thereto. Buyer and CFC shall have the right to review in advance, and each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, all other information relating to Buyer or CFC, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any third party or any Governmental Authority seeks Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. Each Party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement and, to prevent the consummation extent permitted by such Governmental Entity, give the other Party and its counsel the opportunity to attend and participate in such meetings and conferences. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals, and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. Notwithstanding the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalforegoing, consentnothing contained herein shall be deemed to require Buyer, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4CFC, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt their respective Subsidiaries to take any action, or an equity investment)commit to take any action, then if Parent or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals, and authorizations of third parties or Governmental Entities, that the Buyer Board reasonably determines in good faith reasonably determines that such actions by would have a Material Adverse Effect on the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination Surviving Corporation and its Subsidiaries (taken as a whole) after giving effect to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement Merger (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any “Materially Burdensome Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditionedCondition”). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.

Regulatory Matters. (a) Subject Except as would not, individually or in the aggregate, reasonably be expected to Section 4.4, be material to the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 business of the Merger AgreementAcquired Companies, taken as a whole: (i) the Acquired Companies own, possess or validly have the right to supply use all permits required to research, develop, manufacture, market, commercialize, distribute and provide information thatsell its products; (ii) all products of the Acquired Companies are and, since January 1, 2019, have been researched, developed, manufactured and marketed in accordance with applicable specifications, Permits and applicable Laws, including GMPs, GLPs, GCPs, GDPs and GVPs; (iii) since January 1, 2019, (A) no product of the Acquired Companies or manufacturing site has shut down, been subject to such Stockholder’s knowledgeany import or export prohibition, is complete received any FDA Form 483 or other Governmental Body notice of inspectional observations, “warning letters,” “untitled letters” or requests or requirements to make changes to any product of the Acquired Companies or any manufacturing operations for any product of the Acquired Companies and accurate (B) there have been no recalls, field notifications, field corrections, warnings, “dear doctor” letters, investigator notices, safety alerts or other written notices of action issued by a Governmental Body or the Acquired Companies relating to an alleged lack of safety, efficacy, or regulatory compliance of any product of the Acquired Companies (collectively, “Safety Notices”). Each Acquired Company has complied in all material respects with its obligations to any Governmental Authority requesting such information in connection make filings, declarations, listings, registrations, reports or submissions with filings or notifications under, or relating to, the applicable laws that are required or advisable as a result of, or pursuant to, regulatory authorities (including the Merger Agreement FDA and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act DEA or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions Body performing functions similar to those performed by the Governmental Authority relate FDA and the DEA) relating to Acquired Company drug products, including but not limited to adverse event reports. Except as would not reasonably be expected, individually or in the aggregate, to be material to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” business of the Stockholder shall include Acquired Companies, taken as a whole, no written deficiencies have been asserted by any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the applicable Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement Body with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, declarations, listing, registrations, reports or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselsubmissions.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause their Affiliates toto be taken, use their reasonable best efforts, consistent and assist and cooperate with the time frames set forth other party in Section 6.4 of the Merger Agreementtaking, to supply and provide information thatall actions necessary, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required proper or advisable as a result ofto comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information waiver that may be required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought obtained in connection with the consummation transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including actions required in order to effect the Bank Merger immediately after the Effective Time and to continue any contract or agreement of Company or its Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, including the Merger and the Bank Merger (collectively, the “Regulatory Filings” and the, “Regulatory DisclosuresApprovals”, respectively). If The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Regulatory Agencies or other Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Notwithstanding anything set forth in this Section 6.1, there shall not be any action taken, any condition or term agreed to (or any requirement to agree to) by Parent or Company or any of their respective Subsidiaries, or any Law enacted, entered, enforced or deemed applicable to the transactions contemplated by this Agreement in connection with the grant of a Regulatory Approval, which would involve or impose a restriction or condition in or to, or requirement of, such approval that would, after the Effective Time, reasonably be expected to restrict or burden Parent (i) in connection with the transactions contemplated hereby or (ii) with respect to the business or operations of Parent or any of its Subsidiaries, in any manner in the case of either (i) or (ii) that would have a material adverse effect in respect of Parent and its Subsidiaries, taken as a whole, or Company and its Subsidiaries, taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries taken as a whole (including, for the avoidance of doubt, any determination by a Regulatory Agency or other Governmental Authority seeks to prevent Entity that the Bank Merger may not be consummated as contemplated herein, including simultaneously with the Effective Time, or that any of the Formal Agreements will not terminate and be of no further force and effect (and without on-going conditions or restrictions) as of and following the consummation of the transactions contemplated Bank Merger) (any such condition, restriction or requirement a “Materially Burdensome Regulatory Condition”); provided that, if requested by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment)Parent, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and its Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Company and its Subsidiaries only in the Company’s Subsidiaries on event the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counseloccurs.

Regulatory Matters. (a) Subject Each of the parties hereto shall use their respective reasonable best efforts to Section 4.4(i) take, the Stockholder shallor cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VI, to consummate the transactions contemplated hereby (including actions required in order to effect the Subsidiary Merger simultaneously with the Effective Time and to continue any contract or agreement of Seller or Seller Sub following Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) subject to the conditions set forth in Article VI, obtain (and assist and cooperate with the other party in obtaining) any permit, consent, waiver, approval and authorization of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, including the Mergers. The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement. Each of the parties shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall a party be required, and Seller and Seller Sub shall not be permitted (without Acquiror’s written consent in its sole discretion), to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the Merger Agreement based on foregoing permits, consents, waivers, approvals and authorizations, that would have, or would be reasonably likely to have, individually or in the HSR Act aggregate, a Seller Material Adverse Effect or an Acquiror Material Adverse Effect, as the case may be (including, for the avoidance of doubt, any other Antitrust Laws or based on any other required approval, consent, notice or filing with determination by a Governmental Authority and such actions by Entity that the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will Subsidiary Merger may not be resolved sufficiently in advance of consummated as contemplated herein, including simultaneously with the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common StockEffective Time); provided, however that Parent shall not terminate that, if requested by Acquiror, then Seller and Seller Sub will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Seller and Seller Sub only in the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on event the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counseloccurs.

Regulatory Matters. (a) Subject to Section 4.4, Each of Parent and the Stockholder Company shall, and shall cause its Subsidiaries to, use their its reasonable best efforts to cause their Affiliates to, use their reasonable best efforts(i) take, consistent or cause to be taken, all actions necessary, proper or advisable to comply promptly with all Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the time frames Merger and the other transactions contemplated by this Agreement, including obtaining any Third Party consent (including those required to be set forth in Section 6.4 3.5 of the Company Disclosure Letter or Section 4.5 of the Parent Disclosure Letter) which may be required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to remove any Governmental Authority requesting such information in connection with filings restraint or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with prohibition preventing the consummation of the Merger and the other transactions contemplated by this Agreement, and, subject to the conditions set forth in Article VII, to consummate the Merger and the other transactions contemplated by this Agreement and (collectivelyii) obtain (and cooperate with the other party to obtain) any consent, authorization, Permit, Order or approval of, or any exemption by, any Governmental Entity which is required to be obtained by Parent or the Company, respectively, or any of their respective Subsidiaries, in connection with the Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including any notification required by the HSR Act), to obtain as promptly as practicable all Permits, consents, approvals, authorizations of all Third Parties and Governmental Entities, and the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits and consents of all Third Parties and Governmental Entities, and the expiration or termination of the applicable waiting period under the HSR Act or under any other Antitrust Law, necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, the “Regulatory Filings” Merger or the other transactions contemplated by this Agreement. Subject to Section 5.4 and theSection 5.5, “Regulatory Disclosures”each of Parent and the Company shall not, respectively)and shall cause its respective Subsidiaries not to, engage in any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. If Parent and the Company further covenant and agree, with respect to any Governmental Authority seeks threatened or pending preliminary or permanent injunction or other Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject Upon the execution and delivery of this Agreement and availability of Xxxxxxx financial statements in form required for use on Form S-4, Xxxxxxx and MECH (as to Section 4.4information to be included therein pertaining to MECH) shall promptly cause to be prepared and filed with the SEC a registration statement of Xxxxxxx on Form S-4, including the Stockholder shallProxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the Xxxxxxx Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the shareholders of MECH. Xxxxxxx and MECH shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent have the Registration Statement declared effective by the SEC as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC staff regarding the information contained in the Registration Statement. If at any time after the Registration Statement is filed with the time frames SEC, and prior to the Closing Date, any event relating to MECH is discovered by MECH which should be set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result an amendment of, or pursuant a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, MECH shall promptly inform Xxxxxxx, and shall furnish Xxxxxxx with all necessary information relating to such event whereupon Xxxxxxx shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Xxxxxxx and MECH (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to its shareholders entitled to vote at such meeting. If at any time after the Registration Statement is filed with the SEC, and prior to the Closing Date, any event relating to Xxxxxxx is discovered by Xxxxxxx which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, Xxxxxxx shall promptly inform MECH, and Xxxxxxx shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Xxxxxxx and MECH (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable to permit an appropriate amendment or supplement to be transmitted to its shareholders entitled to vote at such meeting. Xxxxxxx shall also use reasonable efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement and the Bank Merger Agreement and MECH shall furnish all information concerning MECH and the related financings and transactions, including, without limitation, information required or holders of MECH Common Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselaction.

Regulatory Matters. (a) Subject to Section 4.4, Each of Parent and the Stockholder Company shall, and shall cause its Subsidiaries, to use their its reasonable best efforts to (i) take, or cause their Affiliates toto be taken, use their reasonable best effortsall actions necessary, consistent proper or advisable to comply promptly with the time frames set forth in Section 6.4 of all Legal Requirements which may be imposed on such party or its Subsidiaries with respect to the Merger and the other transactions contemplated by this Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to remove any Governmental Authority requesting such information in connection with filings restraint or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with prohibition preventing the consummation of the Merger and the other transactions contemplated by this Agreement, and, subject to the conditions set forth in Article VII, to consummate the Merger and the other transactions contemplated by this Agreement and (collectivelyii) obtain (and cooperate with the other party to obtain) any consent, authorization, Permit, Order or approval of, or any exemption by, any Governmental Entity which is required to be obtained by Parent or the Company, respectively, or any of their respective Subsidiaries, in connection with the Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and promptly prepare and file all necessary documentation, and to effect all applications, notices, petitions and filings (including any notification required by the HSR Act), to obtain as promptly as practicable all Permits, consents, approvals, authorizations of all Governmental Entities, and the expiry or termination of all applicable waiting periods, which are necessary or advisable to consummate the Merger and the other transactions contemplated by this Agreement. The parties hereto agree that they will consult with each other with respect to the obtaining of all Permits and consents of all Governmental Entities, and the expiration or termination of the applicable waiting period under the HSR Act or under any other Antitrust Law, necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. Each of Parent and the Company shall use its reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, the “Regulatory Filings” Merger or the other transactions contemplated by this Agreement. Subject to Section 5.3, each of Parent and thethe Company shall not, “Regulatory Disclosures”and shall cause its respective Subsidiaries not to, respectively)engage in any action or transaction that would materially delay or materially impair the ability of the Company, Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. If Parent and the Company further covenant and agree, with respect to any Governmental Authority seeks threatened or pending preliminary or permanent injunction or other Order, ruling or statute, Regulation or executive order that would materially adversely affect the ability of the parties hereto to consummate the transactions contemplated by this Agreement, to use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be, including by defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject As promptly as reasonably practicable following the date hereof, Wxxxxxx and NewMil shall cooperate in preparing and each shall cause to Section 4.4be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the NewMil stockholders at the Special Meeting and Wxxxxxx shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of Wxxxxxx Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the Stockholder shall, “Registration Statement”). The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as Wxxxxxx’x prospectus. Each of Wxxxxxx and NewMil shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with have the time frames set forth in Section 6.4 of Proxy Materials cleared by the SEC and the Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalthereby. Wxxxxxx and NewMil shall, consentas promptly as practicable after receipt thereof, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy other party copies of any definitive commitment letter or written comments and advise the other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary hereinparty of any oral comments, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder Proxy Materials or its affiliates without first providing to the Stockholder Registration Statement received from the SEC. The parties shall cooperate and its counsel provide the other with a reasonable opportunity to review and comment thereonon any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, respectively, and will give good faith consideration provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to all the contrary, no amendment or supplement of the Proxy Materials or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed. Wxxxxxx will use reasonable additionsbest efforts to allow NewMil to cause the Proxy Materials to be mailed to NewMil stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, deletions or changes suggested promptly after it receives notice thereof, of the time when the Proxy Materials have been approved by the Stockholder SEC and its counselthe Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the Wxxxxxx Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Materials or any amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to Wxxxxxx or NewMil, or any of their respective affiliates, officers or directors, should be discovered by Wxxxxxx or NewMil, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of NewMil.

Regulatory Matters. (a) Subject Notwithstanding anything to Section 4.4the contrary herein or in the Security Documents, the Stockholder shall, Agents and shall use their reasonable best efforts the Lenders hereby agree that they will not take action pursuant to cause their Affiliates to, use their reasonable best efforts, consistent the Security Documents with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects respect to any item of Collateral associated with or related to any Communications License (i) to the extent such action is not permitted by the FCC or other Governmental Authority requesting such information or any other applicable laws, rules or regulations; or (ii) that would constitute or result in connection with filings an assignment or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, change of control of a Communications License (including, without limitation, information required an assignment or requested transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the rules or regulations of the FCC)) now held by or to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate issued to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Borrower or any of its Affiliates has made a debt Subsidiaries, or an equity investment)that otherwise would require prior notice to or approval from the FCC or other Governmental Authority, then if Parent without first providing such notice or obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in good faith reasonably determines that such actions by accordance with applicable law in order to obtain from the FCC or any other relevant Governmental Authority will not such approval as may be resolved sufficiently in advance of necessary to enable the Termination Date, Parent may provide written notice of that determination Lenders to exercise the full rights and benefits granted to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement Lenders pursuant to this Section 4.3(a) Agreement, including the use of the Borrower’s commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by the Security Documents for which such approval is required by law and specifically, without first obtaining alternative financing arrangements which provide Parent limitation, upon request at any time after the occurrence and during the continuance of an Event of Default, to prepare, sign and file with funds in an amount equal the FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the Rollover Amountassignment or transfer of control of any Communications License that may be necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any sale or transfer of control of the Collateral pursuant to the exercise of the Lenders’ rights and remedies under the Security Documents; provided that Borrower’s failure to obtain any such alternative financing arrangements (i) provide Parent with sufficient fundsapproval shall not constitute a Default or Event of Default. The Borrower further consents, when added subject to obtaining any necessary approvals, to the proceeds assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger Collateral pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheldTable of Contents public or private sale, delayed judicial sale, foreclosure, or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect exercise of other remedies available to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested Lenders as permitted by the Stockholder and its counselapplicable law.

Regulatory Matters. (a) Subject Each Purchaser shall prepare and file all necessary documentation to Section 4.4effect all applications, notices, petitions and filings to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of the Federal Reserve, the Stockholder shall, Bureau of Financial Institutions of the VSCC or other governmental authority which are necessary or advisable to consummate the transactions contemplated by the Transaction Documents and to perform the covenants contemplated by the Transaction Documents (the “Regulatory Approvals”). Each Purchaser shall use their its reasonable best efforts to cause their Affiliates topromptly obtain such Regulatory Approvals, use their reasonable best effortsand the Company will cooperate as may reasonably be requested by a Purchaser to help such Purchaser obtain or submit, consistent with the time frames set forth in Section 6.4 of the Merger Agreementas promptly as practicable, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects any documentation or written materials requested by or submitted to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought governmental authority in connection with the consummation Regulatory Approvals. The parties hereto will consult with each other with respect to the obtaining of such Regulatory Approvals, promptly furnish each other with copies of written communications received by them, or delivered by them to, any governmental authority in respect of the Merger (collectivelytransactions contemplated hereby and keep the other apprised of the status of matters relating to completion of the transactions contemplated herein; provided, however, that no Purchaser shall be obligated hereunder to share any portion of an application or communication for which such Purchaser has requested confidential treatment or any regulatory correspondence containing confidential information. Notwithstanding the “foregoing, nothing contained herein shall be deemed to require any Purchaser to take any action, or commit to take any action, or agree to any condition, commitment or restriction, in connection with obtaining the Regulatory Filings” and theApprovals, “Regulatory Disclosures”which such Purchaser determines, respectively). If any Governmental Authority seeks to prevent in its reasonable good faith judgement, would be materially financially burdensome on the consummation Company’s business following the Closing or would reduce the economic benefits of the transactions contemplated by the Merger this Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of Purchaser to such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of a degree that the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will Purchaser would not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of have entered into this Agreement had such condition or restriction been known to it at the date hereof (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any “Materially Burdensome Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditionedCondition”). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.

Regulatory Matters. (a) Subject As promptly as reasonably practicable following the date hereof, WAL and Target shall cooperate in preparing and each shall cause to Section 4.4, be filed with the Stockholder shall, SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the Target stockholders at the Special Meeting and WAL shall prepare and file with the SEC the Registration Statement. The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as WAL’s prospectus. WAL shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent and Target shall cooperate with WAL, to have the time frames set forth in Section 6.4 of Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalthereby. WAL and Target shall, consentas promptly as practicable after receipt thereof, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy other party copies of any definitive commitment letter or written comments and advise the other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary hereinparty of any oral comments, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing Registration Statement received from the Stockholder SEC. The parties shall cooperate and its counsel provide the other with a reasonable opportunity to review and comment thereonon any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will give good faith consideration provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to all the contrary, no amendment or supplement (including by incorporation by reference) of the Proxy Materials or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Proxy Materials, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. WAL will use reasonable additionsbest efforts to allow Target to cause the Proxy Materials to be mailed to Target stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, deletions promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the WAL Common Stock issuable in connection with the Merger for offering or changes suggested sale in any jurisdiction, or any request by the Stockholder SEC for amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to WAL or Target, or any of their respective affiliates, officers or directors, should be discovered by WAL or Target, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and its counseldisseminated to the stockholders of Target.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, and shall The Parties will use their reasonable best efforts to take, or cause their Affiliates to be taken, all actions necessary to consummate the Transactions on a timely basis. Each Party will use its reasonable best efforts to promptly provide written notifications to, use their reasonable best effortsand obtain all consents and approvals of, consistent all Governmental Authorities and other third Persons that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the time frames set forth other Parties in Section 6.4 promptly providing such notifications and seeking to obtain such consents and approvals. In furtherance of the Merger Agreementforegoing and not in limitation thereof, to supply as promptly as practicable, but no later than five (5) Business Days after the Effective Date, Buyer, the Company and provide information thatSeller will prepare and file all required or necessary notification and report forms under the HSR Act, to such Stockholder’s knowledgeand thereafter (i) comply at the earliest reasonably practicable date with any request under the HSR Act for additional information, is complete and accurate in all material respects to documents, or other materials received by each of them or any of their respective Subsidiaries or Affiliates from any Governmental Authority requesting in respect of such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement such Transactions and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities (ii) cooperate with each other in connection with any approvals reasonably sought such filing, and in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If resolving any investigation or other inquiry commenced by any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on under the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter any such filing or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds Transactions. None of the Equity FinancingParties will commit to or agree (or permit any of their respective Subsidiaries to commit to or agree) with any Governmental Authority to stay, Debt Financing and other sources of readily available liquidity of Parenttoll, Merger Sub, the Company and the Company’s Subsidiaries or extend any applicable waiting period or propose or agree to any remedy imposed on the Closing DateTransactions under the HSR Act, to fund without the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent of the other (such consent not to be unreasonably withheld, delayed conditioned, or conditioneddelayed). Parent All filing fees incurred by Buyer and payable in connection with the notifications, filings, registrations or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and other materials contemplated by this paragraph will give good faith consideration to all reasonable additions, deletions or changes suggested be paid by the Stockholder and its counselBuyer.

Regulatory Matters. (a) Subject The parties hereto shall promptly cooperate with each other in the preparation and filing of the Form S-1, the Prospectus and the Proxy Statements relating to the meetings of shareholders of the Company and the depositors of Keystone to be held pursuant to Section 4.45.2 of this Agreement (the "Company Proxy Statement" and the "Keystone Proxy Statement," respectively) under the Securities Act and the Exchange Act, as applicable. Each of the Stockholder shallHolding Company, Keystone and the Company shall use their its reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with have the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations Form S-1 declared effective under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger SubSecurities Act, the Company Proxy Statement approved for mailing in definitive form under the Exchange Act and the Company’s Subsidiaries on Keystone Proxy Statement approved or not objected to under the Closing Date, to fund Banking Law and the Required Amount regulations of the FDIC as promptly as practicable after such filings and (ii) do not impose new or additional conditions to the receipt of such financing relative to non-objection or approval, as the Commitment Letters that could impair or delay case may be, of the Closing. Parent Application for Conversion by the FDIC and the Department, and thereafter the Company shall promptly provide mail to its shareholders the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privilegedProxy Statement and Prospectus and Keystone shall promptly mail, or confidential information in respect the case of the Stockholder or any of Prospectus make available, to its Affiliates as exclusive to depositors the Stockholder Keystone Proxy Statement and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such informationProspectus. The Stockholder Holding Company also shall not make any filings, use its reasonable best efforts to obtain all necessary state securities law or notifications "blue sky" permits and approvals required to carry out the issuance of Holding Company Common Stock in connection with the Merger pursuant to and the Conversion. The Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any Antitrust Laws without Parent’s prior written consent (of the foregoing actions. In the event that the Company has issued any securities, through its employee benefits plans or otherwise, in any offering which should have been registered or qualified under Federal or state securities laws which were not to be unreasonably withheldso registered or qualified, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect promptly take such action as the parties hereto mutually agree in order to eliminate, reduce or mitigate, to the Stockholder extent possible, any contingent or its affiliates without first providing other liability which the Stockholder and its counsel Company may have as a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselresult of such offering.

Regulatory Matters. (a) Subject Except for such failures of the following to Section 4.4be true as have not been and would not be reasonably expected to be, individually or in the Stockholder shallaggregate, material to the Company and its Subsidiaries taken as a whole, each of the Company and its Subsidiaries has timely and accurately filed or provided all regulatory reports, schedules, forms, Permit applications or renewals, examination responses and submissions, and shall use their reasonable best efforts other similar documents, together with any amendments required to cause their Affiliates tobe made with respect thereto, use their reasonable best effortsthat the Company or its Subsidiary was required to file since January 1, consistent 2017 to the date of this Agreement, with the time frames set forth any Governmental Authority and timely paid all fees and assessments due and payable in Section 6.4 connection therewith. Except for such failures of the Merger Agreementfollowing to be true as would not be reasonably expected to be, individually or in the aggregate, material to supply the Company and provide information thatits Subsidiaries taken as a whole, there is no unresolved violation or exception by the Company or any of its Subsidiaries with respect to any of the documents described in the first sentence of this Section 3.21, and as of their respective dates, such Stockholder’s knowledge, is complete and accurate documents complied in all material respects with all requirements of applicable Law and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except for such failures to be in compliance as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, the Company and its Subsidiaries are in compliance with all formal written Governmental Authority directives and with all formal written undertakings made by the Company or its Subsidiaries to any Governmental Authority requesting including any and all directives and undertakings arising from the most recent examination by such information 49 Governmental Authority, and have satisfactorily addressed in connection with filings all material respects all matters requiring attention, if any. None of such directives, undertakings and actions, individually or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks has had or would reasonably expected to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with have a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselMaterial Adverse Effect.

Regulatory Matters. (a) Subject Notwithstanding anything to Section 4.4the contrary herein or in the Security Documents, the Stockholder shall, Agents and shall use their reasonable best efforts the Lenders hereby agree that they will not take action pursuant to cause their Affiliates to, use their reasonable best efforts, consistent the Security Documents with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects respect to any item of Collateral associated with or related to any Communications License (i) to the extent such action is not permitted by the FCC or other Governmental Authority requesting such information or any other applicable laws, rules or regulations; or (ii) that would constitute or result in connection with filings an assignment or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, change of control of a Communications License (including, without limitation, information required an assignment or requested transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the rules or regulations of the FCC)) now held by or to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate issued to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Borrower or any of its Affiliates has made a debt Subsidiaries, or an equity investment)that otherwise would require prior notice to or approval from the FCC or other Governmental Authority, then if Parent without first providing such notice or obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in good faith reasonably determines that such actions by accordance with applicable law in order to obtain from the FCC or any other relevant Governmental Authority will not such approval as may be resolved sufficiently in advance of necessary to enable the Termination Date, Parent may provide written notice of that determination Lenders to exercise the full rights and benefits granted to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement Lenders pursuant to this Section 4.3(a) Agreement, including the use of the Borrower’s commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by the Security Documents for which such approval is required by law and specifically, without first obtaining alternative financing arrangements which provide Parent limitation, upon request at any time after the occurrence and during the continuance of an Event of Default, to prepare, sign and file with funds in an amount equal the FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the Rollover Amountassignment or transfer of control of any Communications License that may be necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any sale or transfer of control of the Collateral pursuant to the exercise of the Lenders’ rights and remedies under the Security Documents; provided that Borrower’s failure to obtain any such alternative financing arrangements (i) provide Parent with sufficient fundsapproval shall not constitute a Default or Event of Default. The Borrower further consents, when added subject to obtaining any necessary approvals, to the proceeds assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger Collateral pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheldpublic or private sale, delayed judicial sale, foreclosure, or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect exercise of other remedies available to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested Lenders as permitted by the Stockholder and its counselapplicable law.

Regulatory Matters. (a) Subject to Section 4.4All Permits from, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result approvals of, or pursuant todeclarations or filings with, the Merger Agreement and the related financings and transactionsall expirations of waiting periods imposed by, including, without limitation, information required any Governmental or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation Regulatory Authority (all of the Merger (collectivelyforegoing, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent "Consents") which are necessary for the consummation of the transactions contemplated by hereby, other than Consents the Merger Agreement based failure to obtain which would have no Material Adverse Effect on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” consummation of the Stockholder transactions contemplated hereby and no Material Adverse Effect on Parent, S WEST or Global, shall include any portfolio company have been filed, have occurred or have been obtained in which form and under terms and conditions acceptable to U S WEST and Global (all such Stockholder Permits, approvals, declarations, filings and expiration or any lapse of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that all such actions by waiting periods being referred to as the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, "Required Regulatory Approvals") and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder all such Required Regulatory Approvals shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stockin full force and effect; provided, however however, that Parent a Required Regulatory Approval shall not terminate be deemed to have been obtained if the Equity Commitment Letter period for review or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do reconsideration thereof has not impose new expired or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications if in connection with the Merger pursuant grant thereof there shall have been an imposition by any Governmental or Regulatory Authority of any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to such grant taken by such Governmental or Regulatory Authority, which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby or have a material adverse effect on the consummation of the transaction contemplated hereby or a Material Adverse Effect on Parent, Global and its Subsidiaries, taken as a whole, or U S WEST; and provided further, however, that (A) the imposition of conditions by any Antitrust Laws Governmental or Regulatory Authority relating to Section 271 Compliance, such as a restriction on the provision of certain services by any Party, or (B) the withholding of approval by any Governmental or Regulatory Authority pending the completion of actions required of any Party to eliminate or resolve any regulatory problems (including, without Parent’s prior written consent (not to be unreasonably withheldlimitation, delayed or conditionedany problems regarding Section 271 Compliance). Parent or the Company , shall not file any Regulatory Filings that contain information with respect in and of itself be deemed to result in the Stockholder or its affiliates without first providing failure to satisfy the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.condition set forth in this subsection (d);

Regulatory Matters. (a) Subject Each of the Corporation and the Purchasers agree to Section 4.4, use (and the Stockholder shall, and shall use their reasonable best efforts Corporation agrees to cause their Affiliates toeach of the Banks to use) diligent efforts in good faith, use their reasonable best effortsat its own expense, to obtain any Required Approvals necessary for the Closing on terms consistent with the time frames terms set forth in Section 6.4 this Agreement. Without limiting the foregoing, each party will (and the Corporation will cause each of the Merger Banks to) (i) promptly submit, to each applicable Governmental Authority, completed notices, requests and applications required from such party, as applicable, for each Required Approval, and (ii) promptly provide to the other party copies of the public portions of all such notices, requests and applications as they are filed with each Governmental Authority. Each party agrees to use (and the Corporation agrees to cause each of the Banks to use) diligent efforts in good faith, at its own expense, to assist and support the other party’s efforts to obtain each Required Approval. In connection with the foregoing, each Purchaser agrees to (i) if required by the Federal Reserve, submit to standard passivity and anti-association commitments as of the date of this Agreement, and (ii) if required by the FDIC, submit to supply the provisions applicable to investors provided for in the FDIC’s Final Statement of Policy on Qualifications for Failed Bank Acquisitions, as interpreted and provide applied as of the date of this Agreement. Notwithstanding anything herein to the contrary, neither Purchaser shall be required to (x) agree to or suffer to exist any condition, limitation, restriction or requirement that would be, individually or in the aggregate, reasonably likely to result in a Burdensome Condition or (y) take any action that would result in such Purchaser or any of its affiliates or associates being deemed in control of the Corporation or the Banks for purposes of the BHC Act or any applicable state banking law or the cross-guaranty liability provisions of the Federal Deposit Insurance Act or otherwise being regulated as a bank holding company within the meaning of the BHC Act. Notwithstanding anything herein to the contrary, neither Purchaser shall be required to furnish the Corporation with any (1) sensitive personal biographical or personal financial information thatof any of the directors, officers, employees, managers or partners of such Purchaser or any of its affiliates or (2) proprietary and non-public information related to the organizational terms of, or investors in, such Stockholder’s knowledgePurchaser or its affiliates. To the extent consistent with applicable law, is complete and accurate in the Corporation shall promptly furnish to the Purchasers copies of all material respects to written communications received by the Corporation or the Banks from, or delivered by the Corporation or the Banks to, any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, The parties hereto shall cooperate with each other and shall use their all reasonable best efforts to promptly prepare and file following the date of this Agreement all necessary documentation (including assisting each party's stockholders with filing notifications required to be filed by any such stockholder under the HSR Act in connection with the Merger), to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including filing the notification provided for under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")) in connection with the Merger, and taking all necessary action to provide all information requested by a Governmental Entity and to cause the expiration of the notice periods under the HSR Act with respect to the Merger as promptly as reasonably practicable after the date of this Agreement; provided, however, that nothing in this Section 7.1(a) shall require iPCS or the Company to agree to the imposition of material conditions or any requirement of divestiture of a material asset as a result of antitrust or other regulatory concerns. The Company and iPCS shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or iPCS, as the case may be, and any of their Affiliates respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, except for documents filed pursuant to Item 4(c) of the Pre-Merger Notification and Report Form filed under the HSR Act or communications regarding the same or documents or information submitted in response to any request for additional information or 44 documents pursuant to the HSR Act which reveal iPCS' or the Company's negotiating objectives or strategies or purchase price expectations or as otherwise may be prohibited by law or contractual obligation or would contravene existing attorney-client privilege. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the notifications, applications or transactions contemplated herein. In the event that either party shall fail to obtain any third party consent described above, such party shall use their its reasonable best efforts, consistent with and shall take any such actions reasonably requested by the time frames set forth in Section 6.4 of the Merger Agreementother party hereto, to supply minimize any adverse effect upon iPCS and provide information that, its Subsidiaries and their respective businesses after the Effective Time which results or could reasonably be expected to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant tofrom, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested failure to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, obtain such consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.

Regulatory Matters. (a) Subject to Section 4.44.2(c), the each Stockholder shall, and shall use their reasonable best efforts to cause their its Affiliates to, use their respective reasonable best efforts, consistent with the time frames set forth in Section 6.4 6.1 and 6.2 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws (collectively, the “Regulatory Filings”) that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, including information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder Stockholders may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder Stockholders or any of its their Affiliates as exclusive to the Stockholder Stockholders and the Stockholder Stockholders may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The No Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall will not file any Regulatory Filings that contain information with respect to the Stockholder Stockholders or its affiliates their Affiliates without first providing the Stockholder Stockholders and its their counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder Stockholders and its their counsel.

Regulatory Matters. (a) Subject Sellers have all material Permits required by the FDA and any other Governmental Authority that regulates the manufacture, sale or distribution of the Products to Section 4.4conduct the Business (the “FDA Permits”). All of the FDA Permits are in full force and effect, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth holder of such permit is in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate compliance in all material respects with, and is not in material default under (and to any Governmental Authority requesting such information in connection the Knowledge of Sellers, no event which with filings the giving of notice or notifications underlapse of time, or relating toboth, applicable laws that are required would become a material default under), each such FDA Permit, and to the Knowledge of Sellers none of such Permits shall be terminated or advisable impaired or become terminable, in whole or in part, as a result of, or pursuant to, of the Merger transactions contemplated by this Agreement and the related financings other Transaction Documents. To the Knowledge of Sellers, no written notice of cancellation, default or any dispute concerning any FDA Permit has been received by the Seller or any of its Affiliates. Sellers are the sole and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection exclusive owners of the FDA Permits and the associated filings and applications with the consummation FDA or any other Governmental Authority, including any BLA, NDA, 510(k) submission, premarket approval, IND or investigational device exemption application, comparable regulatory application or filing made or held by or issued to a Seller or any of the Merger its Affiliates (collectively, the “Seller Regulatory Filings” ”) and thehold all right, “title and interest in and to all Seller Regulatory Disclosures”, respectivelyFilings free and clear of any Lien (other than Permitted Liens). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder No Seller or any of its Affiliates has made a debt granted any third party any right or an equity investment)license to use, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance access or reference any of the Termination DateSeller Regulatory Filings, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds including any of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of Know-How contained in any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Seller Regulatory Filings that contain information or rights (including any regulatory exclusivities) associated with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counseleach such Seller Regulatory Filing.

Regulatory Matters. (a) Subject Notwithstanding anything in this Agreement to Section 4.4the contrary, the Stockholder shallparties hereto agree to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act, to make all other filings required by applicable foreign Antitrust Laws identified in Section 6.8(a)(i) of the Parent Disclosure Schedule (collectively, “Foreign Antitrust Approvals”) and to make all filings identified in Section 6.8(a)(ii) of the Company Disclosure Schedule (collectively, “Regulatory Approvals”) with respect to the transactions contemplated hereby as promptly as practicable and in any event prior to the expiration of any applicable legal deadline (provided that the submission or filing (i) of a Notification and Report Form pursuant to the HSR Act will be made within ten (10) days of the date of this Agreement and such filings shall request early termination of the applicable waiting period under the HSR Act, (ii) for applicable Foreign Antitrust Approvals shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within twenty (20) days of the date of this Agreement and (iii) for applicable Regulatory Approvals shall be submitted by the parties with the relevant notification forms, or a draft thereof, for jurisdictions where submission of a draft prior to formal notification is appropriate, within ten (10) Business Days of the date of this Agreement) and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other filings required in connection with the Foreign Antitrust Approvals or any other Antitrust Law or any Regulatory Approvals. The parties shall also consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any such Antitrust Laws or any such Regulatory Approvals. Without limiting the foregoing, the parties hereto agree to (i) give each other reasonable advance notice of all meetings, telephone calls or discussions with any Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals, (ii) give each other an opportunity to participate in each of such meetings, telephone calls or discussions, (iii) to the extent practicable, give each other reasonable advance notice of all substantive oral communications with any Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals, (iv) if any Governmental Entity initiates a substantive oral communication in connection with or relating to any Antitrust Laws or any Regulatory Approvals, promptly notify the other party of the substance of such communication, (v) provide each other with a reasonable advance opportunity to review and comment upon all written communications (including any analyses, presentations, memoranda, briefs, arguments, opinions and proposals) with a Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals and (vi) provide each other with copies of all written communications to or from any Governmental Entity in connection with or relating to any Antitrust Laws or any Regulatory Approvals. Any such disclosures or provision of copies by one party to the other may be made on an outside counsel basis if appropriate. Notwithstanding anything in this Agreement to the contrary, each of Parent and each Merger Sub agrees, and shall cause each of the Parent Subsidiaries, to use their reasonable best efforts to cause their Affiliates toobtain any consents, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings clearances or notifications under, approvals required under or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectivelyHSR Act, the “Regulatory Filings” Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other supranational, foreign, national, federal or state law, regulation or decree designed to prohibit, restrict or regulate actions related to competition, antitrust, merger control or foreign investment, including for the purpose or effect of monopolization or restraint of trade or the significant impediment of effective competition (collectively “Antitrust Laws”) or the applicable Laws associated with any Regulatory Approvals, and to enable all waiting periods under applicable Antitrust Laws or based on any Regulatory Approvals to expire, and to avoid or eliminate each and every impediment under applicable Antitrust Laws or the applicable Laws associated with any Regulatory Approvals that may be asserted by any Governmental Entity, in each case, to cause the Mergers and the other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate transactions contemplated hereby to occur prior to the activities or investments of Termination Date (any such Stockholder or its Affiliates (solely for purposes of this Section 4action, an a “Affiliate” of the Stockholder Clearance Action”); provided that, using reasonable best efforts shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will but not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination limited to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent promptly complying with sufficient fundsor modifying any requests for additional information (including any second request) by any Governmental Entity, when added (ii) offering, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the proceeds sale, divestiture, license or other disposition of any and all of the Equity Financingshare capital, Debt Financing and other sources of readily available liquidity assets, rights, products, services or businesses of Parent, each Merger Sub and the Parent Subsidiaries or the Company and the Company Subsidiaries or any interests or interests therein, (iii) taking or committing to take actions that after the Closing Date would limit Parent’s freedom of action with respect to, or its ability to retain, one or more of the assets, rights, products, services or businesses of Parent, each Merger Sub, the Company and the Company’s Company Subsidiaries or any interest or interests therein and (iv) contesting, defending and appealing any threatened or pending preliminary or permanent injunction or other order, decree or ruling that would adversely affect the ability of any party hereto to consummate the transactions contemplated hereby and taking any and all other actions to prevent the entry, enactment or promulgation thereof; provided that nothing contained in this Section 6.8(a) shall require Parent or any Merger Sub to, or permit the Company or any Company Subsidiary to (without Parent consent), (A) take any Clearance Action (1) which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Closing Datebusiness, results of operation or financial condition of the Company and the Company Subsidiaries, taken as a whole, or (2) which would, individually or in the aggregate, reasonably be expected to fund have a material adverse effect on the Required Amount business, results of operation or financial condition of Parent and the Parent Subsidiaries, taken as a whole, assuming for this purpose that Parent and the Parent Subsidiaries were, in the aggregate, the same size and had the same aggregate results of operations and financial condition as the Company and the Company Subsidiaries do as of the applicable date of determination, or (iiB) do make any divestitures or take other actions or remedies, in each case, not impose new or additional conditions to conditioned on the receipt consummation of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.

Regulatory Matters. (a) Subject As promptly as reasonably practicable following the date hereof, Parent and the Company shall cooperate in preparing and shall cause to Section 4.4be filed with the SEC mutually acceptable proxy materials which shall constitute the joint proxy statement/prospectus relating to the matters to be submitted to the Company stockholders at the Company Stockholders Meeting and to the Parent stockholders at the Parent Stockholders Meeting (such joint proxy statement/prospectus, and any amendments or supplements thereto, the Stockholder shall"Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus shall be a part) with respect to the issuance of Parent Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the "Form S-4"). Each of Parent and the Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with have the time frames set forth in Section 6.4 of Joint Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective by the SEC and to keep the Form S-4 effective as long as is necessary to consummate the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority thereby. Parent and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Dateshall, to fund the Required Amount and (ii) do not impose new or additional conditions to the as promptly as practicable after receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly thereof, provide the Company with a copy other party copies of any definitive commitment letter or written comments and advise the other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate party of any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information oral comments with respect to the Stockholder Joint Proxy Statement/Prospectus or its affiliates without first providing Form S-4 received from the Stockholder SEC. Each party shall cooperate and its counsel provide the other party with a reasonable opportunity to review and comment thereonon any amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each party will give good faith consideration provide the other party with a copy of all such filings made with the SEC. Parent shall use its reasonable best efforts to take any action required to be taken under any applicable state securities laws in connection with the Merger and each party shall furnish all reasonable additionsinformation concerning it and the others of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, deletions promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or changes suggested sale in any jurisdiction, or any request by the Stockholder SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. If at any time prior to the Effective Time any information relating to either of the parties, or their respective Affiliates, officers or directors, should be discovered by either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent and the Company. Parent shall also use its counselreasonable best efforts to obtain prior to the effective date of the Form S-4 all necessary state securities law or "Blue Sky" permits and approvals required in connection with the Merger and the other transactions contemplated by this Agreement and will pay all expenses incident thereto; provided, that Parent shall not be required to qualify to do business in any jurisdiction in which it is not now so qualified to do business, to file a general consent to service of process in any jurisdiction in which it is not now so qualified or to subject itself to taxation in any jurisdiction in which it is not now so qualified to do business.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each Sponsor shall, and shall cause its Affiliates to, (a) make or assist the Buyer and the Buyer Subsidiary in making, as applicable, all filings and notifications with Governmental Bodies and (b) use their its reasonable best efforts to obtain or assist the Buyer and the Buyer Subsidiary in obtaining, as applicable, all necessary consents, authorizations and approvals of any Governmental Body that, in each case of clause (a) or (b) above, are necessary to consummate the transactions to be effected pursuant to the Stock Purchase Agreement or Purchase Agreement. Without limiting the generality of the foregoing, each Sponsor shall, and shall cause their its Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to (i) supply and provide all information that, to such Stockholder’s knowledge, is complete and (which information shall be accurate in all material respects respects) to any Governmental Authority requesting such information in connection with filings the other Sponsors or notifications underthe Buyer, or relating toas applicable, applicable laws that are is reasonably required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought such filings or notifications or in connection with obtaining any such consents, authorizations or approvals and (ii) cooperate with the consummation other Sponsor and the Buyer in responding to any action taken by any Governmental Body in connection with or in response to any such filings or notifications or any such consents, authorizations and approvals. In connection with and without limiting the foregoing, each Sponsor shall, and shall cause its Affiliates to, take promptly any and all steps necessary to avoid or eliminate each and every impediment under any Regulatory Laws that may be asserted by any federal, state and local and non-United States antitrust or competition authority, so as to enable the parties to the Purchase Agreement to effect the Closing and the PIPE Closing as expeditiously as possible; provided that ECP shall not be required to effect or commit to effect, by consent decree, hold separate orders, trust or otherwise (A) the sale or disposition of any of the Merger assets or businesses of ECP or its Affiliates or (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or B) any other Antitrust Laws restriction, limitation or based encumbrance on any other required approval, consent, notice businesses or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments assets of such Stockholder ECP or its Affiliates (solely for purposes and in no event shall ECP be deemed to be a Defaulting Sponsor by failing to effect, or failing to commit to effect, any such action contemplated by clause (A) or clause (B) above). To the extent that any consent decree, hold separate orders, holding in trust of this Section 4, an “Affiliate” any of the Stockholder shall include any portfolio company in which such Stockholder assets or business or any other restriction, limitation or encumbrance on any businesses or assets other than any sale or disposition of its Affiliates has made a debt any businesses or an equity investment)assets of any Person (collectively, then if Parent in good faith reasonably determines that such actions by but expressly excluding any sale or disposition of any businesses or assets of any Person, the Governmental Authority will not be resolved sufficiently in advance of “Mitigation Actions”) is necessary to avoid or eliminate each and every impediment under any Regulatory Laws and is necessary to consummate the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations Closing under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Purchase Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(aPIPE Closing, DYN shall (1) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly propose to the applicable Governmental Authority requesting authority that such informationMitigation Actions be taken by the Company Group or by DYN and its Subsidiaries or both, (2) determine (which determination will be made by DYN in an economically rational manner and assuming that it indirectly owns all of the equity interests of the Company Group) which businesses or assets of the Company Group or DYN or its Subsidiaries, as applicable, will be subject to such Mitigation Actions and which Mitigation Actions will be taken (provided such Mitigation Actions avoid, mitigate or eliminate such impediments) and (3) cause the Company or it or any such DYN Subsidiary, as applicable, to take such Mitigation Action following the Closing under the Purchase Agreement. The Stockholder shall not make To the extent that sales or dispositions of assets or businesses of the Company Group are necessary to avoid or eliminate each and every impediment under any filings, or notifications in connection with Regulatory Laws and are necessary to consummate the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent Closing under the Purchase Agreement or the Company PIPE Closing following the taking of the actions contemplated by the two preceding sentences, DYN shall not file any Regulatory Filings that contain information with respect (x) propose to the Stockholder applicable authority that sale or its affiliates without first providing dispositions of businesses or assets of the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested Company Group be undertaken by the Stockholder Company Group, (y) determine (which determination will be made by DYN in an economically rational manner and its counselassuming that it indirectly owns all of the equity interests of the Company Group) which businesses or assets of the Company Group will be sold or disposed (provided such sales or dispositions avoid, mitigate or eliminate such impediments) and (z) cause the Company to undertake such sales or dispositions following the Closing under the Purchase Agreement.

Regulatory Matters. (a) Subject Except for such failures of the following to Section 4.4be true as have not been and would not be reasonably expected to be, individually or in the Stockholder shallaggregate, material to the Company and its Subsidiaries taken as a whole, each of the Company and its Subsidiaries has timely and accurately filed or provided all regulatory reports, schedules, forms, Permit applications or renewals, examination responses and submissions, and shall use their reasonable best efforts other similar documents, together with any amendments required to cause their Affiliates tobe made with respect thereto, use their reasonable best effortsthat the Company or its Subsidiary was required to file since January 1, consistent 2017 to the date of this Agreement, with the time frames set forth any Governmental Authority and timely paid all fees and assessments due and payable in Section 6.4 connection therewith. Except for such failures of the Merger Agreementfollowing to be true as would not be reasonably expected to be, individually or in the aggregate, material to supply the Company and provide information thatits Subsidiaries taken as a whole, there is no unresolved violation or exception by the Company or any of its Subsidiaries with respect to any of the documents described in the first sentence of this Section 3.21, and as of their respective dates, such Stockholder’s knowledge, is complete and accurate documents complied in all material respects with all requirements of applicable Law and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except for such failures to be in compliance as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, the Company and its Subsidiaries are in compliance with all formal written Governmental Authority directives and with all formal written undertakings made by the Company or its Subsidiaries to any Governmental Authority requesting including any and all directives and undertakings arising from the most recent examination by such information Governmental Authority, and have satisfactorily addressed in connection with filings all material respects all matters requiring attention, if any. None of such directives, undertakings and actions, individually or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks has had or would reasonably expected to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with have a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselMaterial Adverse Effect.

Regulatory Matters. (a) Subject to Section 4.4Target and Parent shall promptly prepare and file with the SEC, no later than thirty-five (35) business days after the date of this Agreement, the Stockholder shallJoint Proxy Statement/Prospectus and Parent shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of Target and Parent shall use their reasonable best efforts in consultation with their respective legal counsel to cause have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Parent and Target shall thereafter promptly mail or deliver the Joint Proxy Statement/Prospectus to their Affiliates to, respective shareholders. Parent shall also use their its reasonable best efforts, consistent with efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the time frames set forth in Section 6.4 of the Merger transactions contemplated by this Agreement, to supply and provide Target shall furnish all information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement concerning Target and the related financings and transactions, including, without limitation, information required or holders of Target Capital Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought such action. If at any time any information relating to any of the parties, or their respective affiliates, officers or directors, should be discovered by a party, which information should be set forth in connection an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the consummation of the Merger (collectivelySEC and mailed, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act delivered or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate otherwise made available to the activities or investments shareholders of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselTarget.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, JAXB and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 each of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in its Subsidiaries have timely filed all material respects to reports, registrations and statements, together with any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are amendments required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided made with respect thereto, that it was required to file since January 1, 2013 with, as applicable, (i) the Federal Reserve Board, (ii) the FDIC, (iii) the FOFR and any antitrust, financial or national security predecessor agency and (iv) any other applicable bank regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger agencies (collectively, the “JAXB Regulatory Filings” Agencies”), and theany other applicable Governmental Authority, “and have paid all applicable fees, premiums and assessments due and payable thereto. Each such report, registration and statement, including financial statements, exhibits and schedules thereto, complied, in all material respects, with Applicable Law. Neither JAXB nor any of its Subsidiaries is subject to any cease-and-desist or other formal or informal order or enforcement action issued by, or is a party to any written agreement, consent agreement, operating agreement or memorandum of understanding with, or is a party to any commitment letter, regulatory directive or similar undertaking with, or is subject to any capital directive by, or since January 1, 2013 has been ordered to pay any civil money penalty by or has adopted any board resolutions at the request of, any JAXB Regulatory Disclosures”, respectively). If any Agency or other Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalkind (each, consenta “JAXB Regulatory Agreement”) that has not been Previously Disclosed, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder nor has JAXB or any of its Affiliates has made a debt Subsidiaries been advised since January 1, 2013 by any JAXB Regulatory Agency or an equity investment), then if Parent in good faith reasonably determines that such actions by the other Governmental Authority will not be resolved sufficiently in advance of that it is considering issuing, initiating, ordering or requesting any such JAXB Regulatory Agreement. Except for the Termination Datematters Previously Disclosed, Parent may provide there is no material unresolved written notice of that determination to the Stockholderviolation, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) andcriticism, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter comment or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of exception by any definitive commitment letter JAXB Regulatory Agency or other documentation providing for such alternative financing arrangement. Notwithstanding anything Governmental Authority relating to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder JAXB or any of its Affiliates as exclusive to the Stockholder Subsidiaries, and the Stockholder may provide that JAXB is not aware of any such sensitive, legally privileged, or confidential information may only reason why all required Regulatory Approvals would not be provided received on a counsel-only timely basis or directly without undue delay and without the imposition of any Materially Burdensome Regulatory Condition as described in the proviso to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditionedSection 5.3(a)(i). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.

Regulatory Matters. (a) Subject In the event that the Purchaser in its sole discretion determines, before or after Closing, to Section 4.4acquire or to establish its authority to acquire, or in the Stockholder shallevent the Purchaser may be deemed to acquire, and shall use their reasonable best efforts securities that will amount to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 10% or more of the Merger Agreementissued and outstanding shares of any class of securities whose acquisition is or may be subject to regulatory approval, Purchaser may seek approvals (to supply the extent required) and provide information thatwritten confirmation that it shall not thereby be deemed to “control” the Corporation or any Subsidiary after the Closing, from the Federal Reserve for purposes of the Change in Bank Control Act or Sections 3 or 4 of the BHC Act and from the Department under Sections 700-711 and/or 3700-3707, as applicable, of the California Financial Code or other applicable provisions of California law (“California CIBC Law”) (each a “Non-Control Determination”); provided, however, that (A) nothing in this Agreement shall obligate Purchaser to such Stockholder’s knowledge, is complete and accurate in all material respects seek any Non-Control Determination or to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, purchase shares of the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with Corporation following the consummation of this Transaction in excess of the Merger respective amount that Purchaser determines, in its sole discretion, is reasonably likely to be the maximum number of such Purchased Shares that Purchaser may purchase without risk of being required to obtain a Non-Control Determination; and (collectivelyB) if Purchaser in its sole discretion seeks one or more Non-Control Determinations, no such Non-Control Determination shall (i) impose any condition or requirement that would reasonably be expected to be materially burdensome to the Purchaser (including any material constraints or restrictions on the Purchaser’s current business or investments), or (ii) impose any restraint or condition on any limited partner of the Purchaser (including a requirement to file any application or notice under the BHC Act, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Change in Bank Control Act or any other Antitrust Laws federal or based on any other required approval, consent, notice or filing with state banking law) (each a Governmental Authority “Burdensome Condition”); and such actions by provided further that the Governmental Authority relate to the activities or investments imposition of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Burdensome Condition in connection with a Non-Control Determination shall constitute a denial of such Non-Control Determination and the Merger pursuant Non-Control Determination shall be deemed not received for all purposes in this Agreement, including but not limited to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditionedSection 6.15(b). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company Sub and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not cooperate in preparing, and the Company shall, as soon as practicable, file any Regulatory Filings that contain information (after providing Parent and Merger Sub with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13E-3 filing, if required to be filed under the Exchange Act) relating to the Company Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the SEC and shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall notify Parent and Merger Sub promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent and Merger Sub with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated hereby. The Company will give good faith consideration cause the Proxy Statement (other than portions relating to Parent or Merger Sub) to comply in all reasonable additionsmaterial respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Company Meeting (including any requirement to amend or supplement the Proxy Statement). Merger Sub and Parent shall cooperate with the Company in the preparation of the Proxy Statement. Parent and Merger Sub will cause those portions of the Proxy Statement relating to Parent and Merger Sub to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement. Without limiting the generality of the foregoing, deletions or changes suggested each party shall furnish to the other such information relating to it and its affiliates and the transactions contemplated hereby and such further and supplemental information as may be reasonably requested by the Stockholder other party and shall promptly notify the other party of any change in such information. Each of the Company, Parent and Merger Sub agrees, as to itself and its counselSubsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the time of the Company Meeting, contain (i) any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any 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 not false or misleading or necessary to correct any statement in any earlier statement in the Proxy Statement or any amendment or supplement thereto. If at any time prior to the Company Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon.

Regulatory Matters. (a) Subject to Each of the products currently marketed by ANI or any of its Subsidiaries and each of the products under development by ANI or any of its Subsidiaries is identified in Section 4.4, 3.16(a) of the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with ANI Disclosure Schedule (the time frames “ANI Products”). Except as set forth in Section 6.4 3.16(a) of the Merger AgreementANI Disclosure Schedule, to supply ANI and provide information that, to such Stockholder’s knowledge, is complete and accurate in the ANI Subsidiaries hold all material respects to any Governmental Authority requesting such information in connection with filings or notifications underlicenses, or relating permits, franchises, variances, registrations, exemptions, orders and other governmental authorizations, consents, approvals and clearances, and have submitted all material notices to, applicable laws all Government Authorities, including all required authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), the Public Health Service Act of 1944, as amended (the “PHSA”) and the regulations of the FDA promulgated thereunder, and any other Government Authority that regulates the quality, identity, strength, purity, safety, efficacy or manufacturing of the ANI Products (any such Government Authority, an “ANI Regulatory Agency”) required for the lawful operation of the businesses of ANI and the ANI Subsidiaries (the “ANI Permits”), except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ANI. Except as set forth in Section 3.16(a) of the ANI Disclosure Schedule all such ANI Permits are required valid and in full force and effect. Except as set forth in Section 3.16(a) of the ANI Disclosure Schedule, none of such ANI Permits will be terminated or advisable impaired or become terminable, in whole or in part, as a result of, or pursuant to, of the Merger Agreement transactions contemplated by this Agreement. ANI and the related financings ANI Subsidiaries are the sole and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection exclusive owner of the ANI Permits and the associated filings and applications with the consummation of FDA, including any biologics license application, new drug application, abbreviated new drug application, drug master files, biologics master files, master files for devices, 510(k) submission, premarket approval, investigational new drug or investigational device exemption application, comparable regulatory application or filing made or held by or issued to ANI and the Merger ANI Subsidiaries (collectively, the “ANI Regulatory Filings” ”) and thehold all right, “title and interest in and to all ANI Regulatory Disclosures”Filings free and clear of any Lien. ANI and the ANI Subsidiaries have not granted any third party any right or license to use, respectively). If access or reference any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or ANI Regulatory Filings, including any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company know-how contained in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any ANI Regulatory Filings that contain information or rights (including any regulatory exclusivities) associated with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counseleach such ANI Regulatory Filing.

Regulatory Matters. (a) Subject to Section 4.4, The Seller Entities and the Stockholder shall, Buyer shall cooperate and shall use their all commercially reasonable best efforts to cause their Affiliates topromptly prepare and file all necessary documentation, use their reasonable best effortseffect all necessary applications, consistent with the time frames set forth in Section 6.4 notices, petitions and filings and obtain all necessary permits, consents, approvals and authorizations of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required governmental authorities necessary or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactionsto obtain all required statutory approvals, including, without limitation, information required those described in Section 3(b)(ii) of the Disclosure Schedule and pursuant to the HSR Act. In furtherance of the foregoing, the Seller Entities and the Buyer shall cooperate and use all commercially reasonable efforts to prepare and file any such applications, notices, petitions, filings and other documents no later than ten (10) business days from the date hereof or requested as soon thereafter as practicable and shall thereafter cooperate to diligently prosecute all such applications, notices, petitions, filings and other documents. Each Party shall, consistent with applicable law, before making any applications, notices, petitions or filings, provide a copy thereof to the other Parties for their review and shall consider incorporating the comments of any other Party in good faith. Without limiting the generality of the foregoing, the Buyer shall not take any action, directly or indirectly, that could reasonably be provided expected to cause any governmental authority to withhold or deny any permit, consent, approval or authorization set forth in Section 3(b)(ii) of the Disclosure Schedule. The Seller Entities and the Buyer shall (i) respond as promptly as practicable to any antitrustinquiries received from a governmental authority for additional information or documentation, financial and (ii) not extend any waiting period under the HSR Act or national security regulatory authorities in connection enter into any agreement with any approvals reasonably sought in connection a governmental authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other Parties hereto. The Buyer shall defend through litigation on the merits (including appeals) any claim asserted in any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (A) prevent or materially delay consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by this Agreement, (B) cause any of the Merger transactions contemplated by this Agreement based to be rescinded following consummation. Each Party shall (i) promptly notify the other Party of any written communication to that Party from any governmental authority and, subject to applicable law, permit the other Party to review in advance any proposed written communication to any of the foregoing; (ii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning this Agreement or the transactions contemplated hereby, unless it consults with the other Party in advance and, to the extent permitted by such governmental authority, gives the other Party the opportunity to attend and participate thereat; and (iii) furnish the other Party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective representatives on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholderone hand, and Parent may elect to terminate any government or regulatory authority or members or their respective staffs on the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) andother hand, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject to Section 4.4As promptly as practicable following the Effective Date, the Stockholder shallCompany shall prepare and file with the SEC the Company Proxy Statement. The Purchaser and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, and shall the Purchaser will use their its commercially reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent furnish the Company with the time frames information relating to it (and to the New Directors) required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in Section 6.4 the Company Proxy Statement three (3) Business Days after the Effective Date. At least five (5) Business Days prior to the filing of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger SubCompany Proxy Statement, the Company and shall provide a draft of the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions Company Proxy Statement to the receipt Purchaser for review. No filing of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company Proxy Statement with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, SEC shall occur without the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect written approval of the Stockholder Purchaser or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitivecounsel, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder which approval shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned. The Company shall consider in good faith and shall use its commercially reasonable best efforts to address any comments provided by the Purchaser with respect to such draft of the Company Proxy Statement in a manner that is mutually acceptable to the Company and the Purchaser before filing it with the SEC. Notwithstanding the foregoing, if the Company has given the Purchaser a draft of the Company Proxy Statement for review as provided above and the Purchaser or its counsel shall not have provided written comments on such draft of the Company Proxy Statement within five (5) Business Days thereafter, the Company may assume that the Purchaser has approved of such draft and may proceed to file the Company Proxy Statement with the SEC without being deemed to have breached this Section 6.7 (but only if the information relating to the Purchaser and its Affiliates and contemplated members and to the New Directors is consistent in all material respects with any information furnished by the Purchaser). Parent The Company shall use its commercially reasonable best efforts to respond as promptly as practicable to and resolve any written or oral comments from the SEC as promptly as practicable after such filing and to file the Company Proxy Statement in definitive form as soon as practicable thereafter, and each party agrees to consult and cooperate with the other party in that regard. Upon filing of the Company Proxy Statement in definitive form with the SEC, the Company shall not file thereafter mail or deliver the Company Proxy Statement to its shareholders. If at any Regulatory Filings that contain information with respect time prior to the Stockholder Closing any event occurs or information relating to the Company, or any of its affiliates without first providing affiliates, directors or officers, or the Stockholder and Purchaser or any of its counsel Affiliates, officers, or the New Directors, should be discovered by the Company or the Purchaser that should be set forth in an amendment or supplement to the Company Proxy Statement, so that such document would not include any misstatement of a reasonable opportunity material fact or omit to review and comment thereonstate any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the applicable party shall promptly disclose the same to the other, and will give good faith consideration the Company shall as soon as practicable file an appropriate amendment or supplement describing such information and, to all reasonable additionsthe extent required by applicable Law, deletions cause the same to be disseminated to the Company’s shareholders. No amendment or changes suggested by supplement to the Stockholder and its counselCompany Proxy Statement shall be filed without the approval of the Purchaser, which approval shall not be unreasonably withheld, delayed or conditioned.

Regulatory Matters. (a) Subject Parent and the Company shall promptly prepare and file with the SEC the Joint Information Statement/Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4 (not later than 60 days following the date of this Agreement), in which the Joint Information Statement/Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use its commercially reasonable efforts to Section 4.4, have the Stockholder shallS-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Parent and the Company shall use thereafter as promptly as practicable mail or deliver the Joint Information Statement/Proxy Statement to their reasonable best efforts to cause their Affiliates torespective stockholders or shareholders (as applicable); provided, use their reasonable best effortshowever, consistent that Parent may in its sole discretion determine that, in lieu of filing with the time frames set forth SEC the Joint Information Statement/Proxy Statement, (i) Parent shall file with the SEC a written information statement in Section 6.4 definitive form of the type contemplated by Rule 14c-2 promulgated under the Exchange Act relating to the adoption of the Merger AgreementAgreement by Parent’s stockholders (the “Information Statement”) (it being understood that in such case, the Information Statement, rather than the Joint Information Statement/Proxy Statement, shall be mailed or delivered to supply the stockholders of Parent pursuant to this Section 6.1(a)) and provide information that, (ii) the Company shall file with the SEC a proxy statement in definitive form relating to such Stockholderthe meeting of the Company’s knowledge, is complete and accurate in all material respects shareholders to any Governmental Authority requesting such information be held in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger this Agreement and the related financings transactions contemplated hereby (the “Proxy Statement”) (it being understood that in such case, the Proxy Statement, rather than the Joint Information Statement/Proxy Statement, shall be included in the S-4 and transactionsmailed or delivered to the shareholders of the Company pursuant to this Section 6.1(a)). Parent shall also use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, including, without limitation, and the Company shall furnish all information required or concerning the Company and the holders of Company Common Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselaction.

Regulatory Matters. (a) Subject in all cases to Section 4.4applicable requirements of law, the Stockholder shall, Company agrees to cooperate in good faith with and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 assist any Bank Holder or any of the Merger Agreement, to supply Bank Holder's Affiliates (at such Bank Holder's or Affiliate's own cost and provide information that, to expense) as such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities Bank Holder may reasonably request in connection with any approvals reasonably sought United States regulatory issues that may arise with respect to the Company. Anything herein or in connection with the consummation Warrants to the contrary notwithstanding, in the event that any Bank Holder or any of such Bank Holder's Affiliates shall determine that it is illegal or unduly burdensome, by reason of regulatory restriction, for such Bank Holder or such Affiliate to continue to hold some or all of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act Warrants or its Warrant Shares or any other Antitrust Laws securities of the Company held by it, such Bank Holder or based on any other required approvalsuch Affiliate, consentas the case may be, notice may sell or filing with a Governmental Authority and otherwise dispose of that portion of its Warrants or Warrant Shares, as the case may be, that such actions by the Governmental Authority relate Bank Holder or such Affiliate determines to the activities or investments be appropriate in light of such Stockholder regulatory restrictions in as prompt and orderly a manner as is reasonably necessary. Subject in all cases to applicable requirements of law, the Company shall cooperate with and assist such Bank Holder or its Affiliates such Affiliate, as the case may be, in disposing of such Warrants or Warrant Shares, and (solely for purposes without limiting the foregoing) at the request of this Section 4such Bank Holder or such Affiliate, an “as the case may be, the Company shall provide (and authorize such Bank Holder or such Affiliate” , as the case may be, to provide) financial and other information concerning the Company to any prospective purchaser of the Stockholder shall include any portfolio company in which Warrants or Warrant Shares owned by such Stockholder Bank Holder or any of its Affiliates has made a debt or an equity investment)such Affiliate, then if Parent in good faith reasonably determines that such actions by as the Governmental Authority will not be resolved sufficiently in advance of the Termination Datecase may be, Parent may provide written notice of that determination subject to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stockappropriate confidentiality arrangements; provided, however however, that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file be required to provide non-public information to any Regulatory Filings prospective purchaser that contain information with respect the Company reasonably determines may be inimical to the Stockholder interests of the Company. The provisions of this Section 4.06 shall inure solely to the benefit of such Bank Holders and their Affiliates which are subject to the provisions of the Bank Holding Company Act of 1956, as amended (including Regulation Y promulgated thereunder) or its affiliates without first providing any other law, rule or regulation governing the Stockholder and its counsel a reasonable opportunity to review and comment thereonaffairs of banks, and will give good faith consideration to all reasonable additions, deletions bank holding companies or changes suggested by the Stockholder and its counseltheir affiliates.

Regulatory Matters. (a) Subject to Section 4.4Target and Acquiror shall promptly prepare and file with the SEC the Proxy Statement/Prospectus and Acquiror shall promptly prepare and file with the SEC the Form S-4, in which the Stockholder shall, Proxy Statement/Prospectus will be included as a prospectus. Each of Target and Acquiror shall use their reasonable best efforts in consultation with their respective legal counsel to cause their Affiliates tohave the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, and Target shall thereafter promptly mail or deliver the Proxy Statement/Prospectus to its shareholders. Acquiror shall also use their its reasonable best efforts, consistent with efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the time frames set forth in Section 6.4 of the Merger transactions contemplated by this Agreement, to supply and provide Target shall furnish all information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement concerning Target and the related financings and transactions, including, without limitation, information required or holders of Target Capital Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought such action. If at any time prior to or after the Effective Time any information relating to any of the parties, or their respective affiliates, officers or directors, should be discovered by a party, which information should be set forth in connection an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the consummation of the Merger (collectively, the “Regulatory Filings” SEC and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based disseminated or made available on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate SEC’s XXXXX database to the activities shareholders of Acquiror and mailed or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination delivered to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 shareholders of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselTarget.

Regulatory Matters. The Business Combination is subject to the requirements of the HSR Act, which prevents Novus and AppHarvest from completing the Business Combination until required information and materials are furnished to the Antitrust Division of the Department of Justice (a“DOJ”) Subject and the Federal Trade Commission (“FTC”) and specified waiting period requirements have been satisfied. For more information, see the section titled “The Business Combination — Regulatory Approvals Required for the Business Combination.” Termination Rights The Business Combination Agreement is subject to Section 4.4termination prior to the Effective Time of the Business Combination as follows: • by the mutual written consent of Novus and AppHarvest; • by Novus or AppHarvest, if (i) the Effective Time will not have occurred prior to the date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”); provided, however, that the Business Combination Agreement may not be terminated pursuant to this provision by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a condition to the Merger on or prior to the Outside Date, and, in the event that any law is enacted after the execution of the Business Combination Agreement extending the applicable waiting period under the HSR Act, the Stockholder shallOutside Date will be automatically extended by the length of any such extension; or (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with nonappealable and has the time frames set forth in Section 6.4 effect of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the making consummation of the Merger (collectivelyBusiness Combination transactions, including the “Regulatory Filings” and theMerger, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the illegal or otherwise preventing or prohibiting consummation of the transactions contemplated by Business Combination transactions, including the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common StockMerger; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.or

Regulatory Matters. (a) Subject to Section 4.4applicable Law, the Stockholder shall, and shall each Party will use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent furnish to each other all information reasonably required for any application or other filing to be made pursuant to any applicable Law in connection with the time frames set forth in Section 6.4 of the Merger transactions contemplated by this Agreement, to supply and each such party shall promptly inform the other parties hereto of any oral communication with, and provide information thatcopies of written communications with, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting regarding any such information in connection with filings or notifications underany such transaction. No Party will independently participate in any formal meeting with any Governmental Authority in respect of any such filings, investigation, or relating toother inquiry without giving the other Parties prior notice of the meeting and, applicable laws that are required or advisable as a result of, or pursuant toto the extent permitted by such Governmental Authority, the Merger Agreement opportunity to attend and/or participate. Subject to applicable Law, the Parties will use reasonable best efforts to consult and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party relating to proceedings with respect to any approvals reasonably sought required in connection with the consummation Transaction. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section 5.10 as “outside counsel only.” Such materials and the information contained therein will be given only to the outside legal counsel of the Merger recipient and will not be disclosed by such outside counsel to employees, officers or directors or other Representatives of the recipient, unless express written permission is obtained in advance from the source of the materials. The Parties will take reasonable efforts to share information protected from disclosure under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this Section 5.10 in such a manner so as to preserve any applicable privilege. In the event that any Proceeding is instituted (collectivelyor threatened to be instituted) by a Governmental Authority challenging the Transaction or any other transaction contemplated by this Agreement, or any other Transaction Document, the “Regulatory Filings” Parties will use reasonable best efforts to cooperate in all respects with each other and thewill use reasonable best efforts to contest and resist any such Proceeding and to have vacated, “Regulatory Disclosures”lifted, respectively). If reversed, or overturned any Governmental Authority seeks to prevent the Judgment, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangementAgreement. Notwithstanding anything to the contrary hereinin this Section 5.10, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information nothing in respect of the Stockholder this Section 5.10 shall require either party or any of its their respective Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privilegedmake, or confidential information may only be provided on a counsel-only basis commit or directly agree to the applicable make, any concession or payment to, any Governmental Authority requesting such information. The Stockholder shall not make any filingsAuthority, nor to make, or notifications commit or agree to make, any divestitures or similar transfers of any of their respective assets in connection with the Merger pursuant response to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file objections from any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselGovernmental Authority.

Regulatory Matters. (a) Subject to Section 4.4, Each of HEOP and the Stockholder Company shall, and shall cause its Subsidiaries and the Company Subsidiaries, respectively, to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of the Company or the Company Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) the Regulatory Approvals required or advisable in connection with the transactions contemplated by this Agreement. The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings to obtain as promptly as practicable all actions, non-actions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Without limiting the generality of the forgoing, HEOP and the Company will use commercially reasonable efforts to file the required notices and applications seeking approval of the Merger with the Federal Reserve, the FDIC and the DBO no later than thirty (30) days from the date hereof. Each of HEOP and the Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Parent and Company shall, and shall cause its respective Subsidiaries to, use their respective reasonable best efforts to: (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby (including the Merger and the Bank Merger), including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby; and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, but in any event within 45 days after the date of this Agreement, all necessary documentation, and effect all applications, notices, petitions and filings to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Each of Parent and the Company will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Law relating to the exchange of information, with respect to all public, non-confidential substantive written applications submitted to any Governmental Authority in connection with the Regulatory Approvals; provided, however, in no event shall either party be obligated to provide to the other party any confidential portions of such documentation prepared to effect any applications, notices, petitions or filings with respect to any Regulatory Approval. Each of Parent and Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject In connection with the solicitation of approval of the principal terms of the Mergers by the stockholders of Professionals Group and the Voting Members of PPTF and the registration of the shares of Professionals Group Common Stock to Section 4.4be issued upon consummation of the INSCX Xxxger, the Stockholder shallparties will prepare, and shall use their reasonable best efforts to cause their Affiliates toProfessionals Group will file, use their reasonable best efforts, consistent the S-4 and the Joint Proxy Statement with the time frames set forth in Section 6.4 of the Merger AgreementSEC which shall comply as to form, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection respects, with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant tothe provisions of the Securities Act, the Merger Agreement Exchange Act and other applicable law. Professionals Group will use all reasonable effects to respond to the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation comments of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information SEC staff with respect to the Stockholder or its affiliates without first providing S-4 and the Stockholder Joint Proxy Statement and its counsel a reasonable opportunity to review have the S-4 and comment thereonthe Joint Proxy Statement declared effective by the SEC as soon as practicable, and Professionals Group shall thereafter mail or deliver the Joint Proxy Statement to its stockholders and PPTF shall thereafter mail or deliver the Joint Proxy Statement to its Voting Members. The information provided and to be provided by Professionals Group and PPTF for use in the S-4 and the Joint Proxy Statement will give good faith consideration to all reasonable additionsnot, deletions or changes suggested in the case of the S-4 on the date it becomes effective, and in the case of Joint Proxy Statement on such date and on the date on which approval of the Mergers by the Stockholder stockholders of Professionals Group and its counselthe Voting Members of PPTF is obtained, contain any untrue statement of material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each of Professionals Group and PPTF agree promptly to correct any such information provided by it which shall have become false or misleading in any material respect and to take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the S-4 or the Joint Proxy Statement so as to correct the same and to cause the Joint Proxy Statement so corrected to be distributed to the stockholders of Professionals Group and the Voting Members of PPTF to the extent required by applicable law. To the extent that any opinion regarding the tax consequences of the Mergers is required with respect to the S-4 or the Joint Proxy Statement, Professionals Group and PPTF will both cause each of their respective tax counsel to issue substantially similar opinions.

Regulatory Matters. (a) Subject Partners Trust will prepare and file all necessary documentation, to Section 4.4effect all applications, the Stockholder shallnotices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement. Herkimer shall use their reasonable best efforts cooperate with Partners Trust to cause their Affiliates effect the foregoing. Herkimer and Partners Trust shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Herkimer or Partners Trust, as the case may be, which appears in any filing made with, or written materials submitted to, use their reasonable best efforts, consistent any third party or any Governmental Entity in connection with the time frames set forth in Section 6.4 of the Merger transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to supply and provide either party with a right to review any information that, to such Stockholder’s knowledge, is complete and accurate in all material respects provided to any Governmental Authority requesting such information Entity on a confidential basis in connection with filings or notifications underthe transactions contemplated hereby. In exercising the foregoing right, or relating toeach of the parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, applicable laws that are required consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable as a result of, or pursuant to, to consummate the Merger transactions contemplated by this Agreement and each party will keep the related financings other apprised of the status of matters relating to contemplation of the transactions contemplated herein. Herkimer shall, upon request, furnish Partners Trust with all information concerning Herkimer, Herkimer Bank and transactionstheir directors, including, without limitation, information required or requested to officers and shareholders and such other matters as may be provided to any antitrust, financial or national security regulatory authorities reasonably necessary in connection with any approvals reasonably sought statement, filing, notice or application made by or on behalf of Partners Trust to any Governmental Entity in connection with the consummation Business Combination or the other transactions contemplated by this Agreement. Partners Trust shall, upon request, furnish Herkimer with all information concerning Patrners Trust and SBU as may be reasonably necessary for inclusion in a proxy statement which may be furnished to shareholders of Herkimer in connection with the Special Meeting (as defined in Section 6.3 hereof). None of the Merger (collectivelyinformation relating to Partners Trust or SBU supplied or to be supplied by Partners Trust or SBU to Herkimer expressly for inclusion in such proxy statement, as of the “Regulatory Filings” date such proxy statement is mailed to shareholders of Herkimer and theup to and including the date of the meeting of shareholders to which such proxy statement relates, “Regulatory Disclosures”will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, respectively)in light of the circumstances under which they were made, not misleading. If Partners Trust and Herkimer shall promptly advise each other upon receiving any communication from any Governmental Authority seeks to prevent the Entity whose consent or approval is required for consummation of the transactions contemplated by the Merger this Agreement based on the HSR Act or which causes such party to believe that there is a reasonable likelihood that any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates Requisite Regulatory Approval (solely for purposes of this defined in Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority 7.1(c) hereof) will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of obtained or that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only approval will be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselmaterially delayed.

Regulatory Matters. (ai) Subject to Section 4.4, the Stockholder shallThe Company has made all required filings under applicable insurance holding company statutes, and shall use their reasonable best efforts has received approvals of acquisition of control and/or affiliate transactions, in each jurisdiction in which such filings or approvals are required, except where the failure to cause their Affiliates tohave made such filings or receive such approvals in any such jurisdiction would not result, use their reasonable best effortsindividually or in the aggregate, consistent with the time frames set forth in Section 6.4 a Material Adverse Effect. Each of the Merger AgreementCompany and its subsidiaries: (A) holds such permits, to supply licenses, consents, exemptions, franchises, authorizations and provide information thatother approvals from insurance departments and other governmental or regulatory authorities (each, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, an “Authorization”) (including, without limitation, information required insurance licenses from the insurance regulatory agencies of the various states or requested to be provided to any antitrustother jurisdictions where it conducts business (the “Insurance Licenses”)), financial and has made all filings with and notices to, all governmental or national security regulatory authorities and self-regulatory organizations and all courts and other tribunals, as are necessary to own, lease, license and operate its respective properties and to conduct its business in connection the manner described in the Confidential Information Memorandum and the SEC Filings, except where the failure to have any Authorization or Insurance License or to make any such filing or notice would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (B) has fulfilled and performed all material obligations necessary to maintain such Authorizations and Insurance Licenses. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (A) each such Authorization and Insurance License is valid and in full force and effect and each of the Company and its Subsidiaries is in compliance with any approvals reasonably sought in connection all the terms and conditions thereof and with the consummation rules and regulations of the Merger authorities and governing bodies having jurisdiction with respect thereto; and (collectivelyB) no event has occurred (including, without limitation, the “Regulatory Filings” receipt of any notice from any authority or governing body, the execution, delivery and theperformance of this Agreement by the Sellers, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the sale and delivery of the Series A Preferred Stock and the compliance by the Sellers with all of the provisions hereof and the consummation by the Sellers of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalin this Agreement) which allows or, consent, after notice or filing with a Governmental Authority and lapse of time of both, would allow, revocation, suspension or termination of any such actions by the Governmental Authority relate to the activities Authorization or investments Insurance License or results or, after notice or lapse of such Stockholder time or its Affiliates (solely for purposes of this Section 4both, an “Affiliate” would result in any impairment of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance rights of the Termination Dateholder of any such Authorization or Insurance License. Except as disclosed in the Confidential Information Memorandum and the SEC Filings, Parent may provide written notice no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 dividends of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect any Company Subsidiary to its shares of Common Stock; providedrespective parent which would reasonably be expected to have, however that Parent shall not terminate individually or in the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient fundsaggregate, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselMaterial Adverse Effect.

Regulatory Matters. (a) Subject As promptly as practicable (but in no event later than ninety (90) days) following the date of this Agreement, CenterState, with the assistance and cooperation of First Southern, shall promptly prepare and file with the SEC the Form S-4, together with the Proxy Statement which will be included in Form S-4, which shall provide for the registration of the shares to Section 4.4, the Stockholder shall, CenterState Common Stock to be issued as a result of the Merger. Each of CenterState and First Southern shall use their its commercially reasonable best efforts to cause their Affiliates to, respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of First Southern and CenterState shall use their its commercially reasonable best efforts, consistent with efforts to have the time frames set forth in Section 6.4 of Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the Form S-4 being declared effective, CenterState and First Southern shall thereafter mail or deliver the Proxy Statement to their respective shareholders. CenterState shall also use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, to supply and provide First Southern shall furnish all information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement concerning First Southern and the related financings and transactions, including, without limitation, information required or holders of First Southern Common Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively)such action. If at any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate time prior to the activities Effective Time any event occurs or investments of such Stockholder information relating to First Southern or its Affiliates (solely for purposes of this Section 4CenterState, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made their respective affiliates, directors or officers, should be discovered by First Southern or CenterState that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a debt material fact or an equity investment)omit to state any material fact necessary to make the statements therein, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance light of the Termination Datecircumstances under which they were made, Parent may provide written notice of not misleading, the Party that determination discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Stockholderextent required by applicable law, disseminated to CenterState’s and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the StockholderFirst Southern’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselshareholders.

Regulatory Matters. (a) Subject to Section 4.4All authorizations, the Stockholder shallconsents, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings orders or notifications under, or relating to, applicable laws that are required or advisable as a result approvals of, or pursuant todeclarations or filings with, the Merger Agreement and the related financings and transactionsall expirations of waiting periods imposed by, any governmental body, agency or official, including, without limitation, information required or requested any waiting period applicable to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger under the HSR Act, shall have expired or been terminated (collectively, all of the “Regulatory Filings” and theforegoing, “Regulatory DisclosuresConsents”, respectively). If any Governmental Authority seeks to prevent ) that are necessary for the consummation of the transactions contemplated by hereby, other than immaterial Consents the Merger Agreement based failure to obtain which would have no material adverse effect on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” consummation of the Stockholder transactions contemplated hereby and no Material Adverse Effect on ARRIS, with or without including its ownership of C-COR and its Subsidiaries after the Merger, or C-COR, shall include any portfolio company have been filed, have occurred or have been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in which such Stockholder or any of its Affiliates has made full force and effect, provided, however, that a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will Requisite Regulatory Approval shall not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination deemed to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications have been obtained if in connection with the Merger pursuant grant thereof any state or federal governmental body, agency or official shall have imposed any condition, requirement, restriction or change of regulation, or any other action directly or indirectly related to any Antitrust Laws such grant taken by such governmental body, which would reasonably be expected to either (i) have a Material Adverse Effect on either ARRIS, with or without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or including its affiliates without first providing the Stockholder ownership of C-COR and its counsel a reasonable opportunity to review and comment thereonSubsidiaries, and will give good faith consideration to or C-COR, or (ii) prevent the Parties from realizing in all reasonable additions, deletions or changes suggested material respects the economic benefits of the transactions contemplated by this Agreement that the Stockholder and its counsel.Parties currently anticipate receiving therefrom;

Regulatory Matters. (a) Subject to Section 4.4, A copy of each Transfer Letter authorizing the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 transfer of ownership of the Merger Agreement, INDs and CTAs as well as the orphan drug designation owned by Seller to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to Buyer shall be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based delivered on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority Closing Date and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates within ten (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate10) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on Business Days after the Closing Date, (a) Seller shall submit the Transfer Letters to fund the Required Amount relevant Governmental Authorities and shall notify Buyer of such submission on the date submitted (providing Buyer an electronic copy of the submission with such notification) and (iib) do not impose new or additional conditions shall provide to Buyer the full regulatory file for the INDs and CTAs held by the Seller, including all available electronic meta data. Upon notification of the Seller’s submission of the Transfer Letter to the receipt of such financing relative relevant Governmental Authorities, Xxxxx shall execute and submit to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive relevant Governmental Authorities letters acknowledging Buyer’s commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect assume ownership of the Stockholder or any of its Affiliates as exclusive to the Stockholder INDs and CTAs and the Stockholder may orphan drug designation owned by Seller. As of the Closing Date, except as otherwise set forth in this Section 7.7, Buyer shall be solely responsible for taking any actions necessary to (i) obtain any documentation required to maintain the INDs and CTAs or the orphaned drug designation owned by Seller or obtain any further authorizations under any Applicable Law, and otherwise comply with any Applicable Law with respect to regulatory authorizations. During the period between the Closing Date and the date that is that is eighteen (18) months from the Closing Date, Seller shall provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications reasonable assistance as requested by Buyer in connection with Xxxxx’s fulfilment of its obligations under this Section 7.7. Except as set forth in any further written agreement between the Merger pursuant Parties, as of the Closing Date, Buyer shall be solely responsible for investigating and reporting adverse experiences for the Product to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file Governmental Authorities and addressing any Regulatory Filings that contain information with respect such Governmental Authorities’ inquiries related to the Stockholder safety of the Product; provided, however, that Seller shall provide reasonable assistance and cooperation to Buyer to the extent any such investigations or its affiliates without first providing inquiries related to the Stockholder manufacture or development of the Product prior to the Closing Date by or on behalf of Seller. Except as set forth in any further written agreement between the Parties, as of the Closing Date, Buyer shall be solely responsible for addressing any Person’s medical inquiries or complaints relating to the Product; provided, however, that Seller shall provide reasonable assistance and its counsel a reasonable opportunity cooperation to review and comment thereon, and will give good faith consideration Buyer to all reasonable additions, deletions the extent any such inquiries or changes suggested complaints related to the manufacture or Development of the Product prior to the Closing Date by the Stockholder and its counselor on behalf of Seller.

Regulatory Matters. (a) Subject to the limitations imposed by Section 4.45.17(b), the Stockholder shallparties hereto shall cooperate with each other and use Commercially Reasonable Efforts promptly to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Consents of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger); for the avoidance of doubt, the foregoing shall use apply to any and all applications, notices, petitions and filings, made by Parent and Merger Sub, in their reasonable best efforts to cause their Affiliates tosole discretion, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting Entity that regulates the gaming industry and investigation or change in control approval process arising therefrom. Notwithstanding the foregoing, other than with respect to Michigan (as defined in (b) below), if the Company and/or the Company Member, as applicable, reasonably determines, based upon factual information and well-reasoned analysis, that any Governmental Entity is unwilling to grant such Consents based solely upon the prior history of Par-4, Inc., then the Company and/or the Company Member, as applicable, shall not be required under this section to submit any documentation to such Governmental Entity; provided that the Company and/or the Company Member, as applicable, shall provide to the Parent and Merger Sub prompt written notice of its determination, which notice shall include the name of the applicable jurisdiction and a reasonably detailed description of the factual information and analysis used to make such determination. The Company and Parent shall have the right to review in connection advance, and to the extent practicable each will reasonably consult with filings the other on, in each case subject to Applicable Laws relating to the exchange of information, all the information relating to the Company, the Company Member, Parent or notifications underMerger Sub, as the case may be, which appear in any filing made with or relating written materials submitted to, applicable laws that are required any third party or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought Governmental Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Merger (collectively, parties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will reasonably consult with each other with respect to the “Regulatory Filings” obtaining of all Consents of all third parties and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks Entities necessary to prevent consummate the consummation transactions contemplated by this Agreement and each party will keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated by herein. Parent (or Merger Sub as the Merger Agreement based on case may be) and the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates Company (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 Company Member, as the case may be) shall promptly furnish each other with copies of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of written communications received by Parent, Merger Sub, the Company Company, and the Company’s Subsidiaries on Company Member, as the Closing Datecase may be, from or delivered by any of the foregoing to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of from, any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information Governmental Entity in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such informationtransactions contemplated hereby. The Stockholder shall parties agree that if any jurisdiction requires the Company and/or the Company Member to withdraw or surrender an application (a “Withdrawal”), such Withdrawal is not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not deemed to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselConsent hereunder.

Regulatory Matters. (a) Subject Promptly after the date of this Agreement, Purchaser and Company shall cause the S-4 to Section 4.4, be prepared and Purchaser shall cause the Stockholder shallS-4 to be filed with the SEC. Purchaser and Company each agrees to use its commercially reasonable efforts and to cooperate with the other party in all reasonable respects to prepare the Proxy Statement/Prospectus for filing with the SEC. Each of Purchaser and Company shall use its reasonable best efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing, and to keep the S-4 effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Purchaser and Company shall thereafter as promptly as practicable mail or deliver the Proxy Statement/Prospectus to their respective shareholders. Purchaser shall also use its reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Company shall furnish all information concerning Company and the holders of Company Common Stock as may be reasonably requested in connection with any such action. (b) The parties hereto shall cooperate with each other and use, and cause their applicable Subsidiaries to use, their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreementpromptly prepare and file all necessary documentation, to supply effect all applications, notices, petitions and provide information thatfilings, to such Stockholder’s knowledgeobtain as promptly as practicable all permits, is complete consents, approvals and accurate in authorizations of all material respects to any third parties and Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that Entities which are required necessary or advisable as a result of, or pursuant to, to consummate the Merger transactions contemplated by this Agreement and the related financings and transactions, (including, without limitation, information the Merger, the Bank Merger and the Pre-Closing Dividend), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than sixty (60) calendar days after the date of this Agreement, Purchaser and the Company shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices, petitions and filings required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection filed with any approvals reasonably sought Governmental Entity in order to obtain the Requisite Regulatory Approvals. Purchaser and Company shall have the right to review in advance, and, to the extent practicable, each will, in good faith, consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to Company or Purchaser, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Merger (collectivelyparties hereto shall act reasonably, diligently, and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the “Regulatory Filings” obtaining of all permits, consents, approvals and the, “Regulatory Disclosures”, respectively). If any authorizations of all third parties and Governmental Authority seeks Entities necessary or advisable to prevent consummate the consummation transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalherein. Each party shall, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by faith, consult with the Governmental Authority will not be resolved sufficiently other in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement any meeting or conference with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Entity in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.transactions contemplated

Regulatory Matters. (a) Subject to Section 4.4, Purchaser and Seller shall (i) as promptly as practicable and in any event not more than five (5) Business Days after the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 date of the Merger this Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings make or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested cause to be provided to made any antitrust, financial filings required of each of them or national security regulatory authorities any of their respective Affiliates under the HSR Act and (ii) cooperate with each other in connection with any approvals reasonably sought such filing and in connection with the consummation resolving any investigation or other inquiry of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks under any applicable Laws with respect to prevent the consummation of the transactions contemplated any such filing or any such transaction, including making an appropriate response as promptly as practicable to any requests for additional information or documents by the Merger Agreement based on a Governmental Authority pursuant to the HSR Act or any other Antitrust Laws. Any such filings shall specifically request early termination of the waiting period under the HSR Act. Without limiting the foregoing, Purchaser, Seller and their respective Affiliates shall not extend any waiting period or comparable period under the HSR Act, other Antitrust Laws or based on other applicable Laws or enter into any other required approval, consent, notice or filing agreement with a any Governmental Authority and such actions by not to consummate the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4transactions contemplated hereby, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection except with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (of the other party hereto, such consent not to be unreasonably withheld, delayed conditioned or conditioned)delayed. Parent Subject to applicable Law, each such party shall promptly inform the other party hereto of any material oral communication with, and provide copies of material written communications with, any Governmental Authority regarding any such filings or any such transaction; provided, that materials may be redacted (i) to remove references concerning the Company valuation of the Company, (ii) as necessary to comply with contractual arrangements or applicable Laws and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Subject to applicable Law, no party hereto shall not file independently participate in any Regulatory Filings that contain information substantive meeting, whether in-person, telephonic, or videoconference, with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party hereto prior notice of the meeting and, to the Stockholder extent permitted by such Governmental Authority, the opportunity to attend and/or participate. Subject to applicable Law, the parties hereto will consult and cooperate with one another in advance in connection with any analyses, appearances, presentations, filings (except for HSR filings), memoranda, briefs, arguments, opinions and proposals made or its affiliates without first submitted by or on behalf of any party hereto relating to proceedings under the HSR Act, including providing the Stockholder and its counsel other party a reasonable opportunity to review and comment thereonon such draft submissions. Purchaser shall pay all actual out of pocket filing fees associated with such filings but each party shall otherwise pay its own costs and expenses in preparing such filings and responding to any requests for information received from any Governmental Authority in respect of such filings, including but not limited to legal, accounting and will give good faith consideration to all reasonable additions, deletions or changes suggested by economic analyses fees incurred in connection with filings made under the Stockholder HSR Act and its counselthe related obligations set forth in this Section 7.2.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames Except as set forth in Section 6.4 3.1(dd) of the Merger AgreementGEXA Disclosure Schedule, and without limiting the generality of any other representation or warranty set forth in this Section 3.1, GEXA (i) is currently the holder of a retail electric provider certificate from the PUC, (ii) is not in material violation of any of the requirements of the certificate; (iii) to supply and provide information that, to such Stockholder’s knowledgethe knowledge of GEXA, is complete and accurate not currently under investigation by the PUC for violation of PUC rules, including the customer protection rules; (iv) is in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection substantial compliance with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated financial standards required by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement PUC with respect to its shares obligations to retail customers and the billing and collection of Common Stocktransition charges; provided(v) is in substantial compliance with all applicable renewable energy portfolio standards; (vi) is in substantial compliance with all applicable PUC customer protection requirements, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement disclosure requirements, marketing guidelines and anti-discrimination rules; (vii) has paid in full all invoiced charges by transmission and distribution utilities pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds terms of the Equity Financingutilities’ standard tariffs on file at the PUC; (viii) is a member of ERCOT in good standing; (ix) has no outstanding settlement disputes with ERCOT or expected financial liability to ERCOT that has not been disclosed to Holdings; (x) has registered with all municipalities requiring registration and in which they serve retail customers; (xi) has not defaulted or failed to file any required reports with the PUC or ERCOT, Debt Financing and other sources or that it has remedied any non-compliance; (xii) has no pending applications to materially change the terms of readily available liquidity its REP certification, or to require it to provide Provider of Parent, Merger Sub, Last Resort (“POLR”) service; (xiii) has disclosed all pending bids or outstanding responses to request for proposals that would (if accepted) form a contractual obligation to any third party in excess of $25,000; (xiv) has either filed all required reports with the Company and comptroller for refund of System Benefit Fund (“SBF”) discounts or has not waived the Company’s Subsidiaries on the Closing Date, right to fund the Required Amount refund from SBF; and (iixv) do has not impose new or additional conditions undertaken actions in Texas that would cause it to the receipt of such financing relative be subject to the Commitment Letters that could impair or delay the Closingregulation by FERC as an “electric utility”. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary hereinIn addition, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect each of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications GEXA Subsidiaries is in connection material compliance with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent rules, regulations and requirements of the public utility commission and independent system operators (not to be unreasonably withheld, delayed or conditioned). Parent or similar state agencies) in the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselstates in which each such Subsidiary conducts business.

Regulatory Matters. (a) Subject During the period from the date hereof to Section 4.4the Tranche 2 Closing or the earlier termination of this Agreement, the Stockholder shall, parties hereto shall cooperate with each other and shall use their reasonable best efforts to as soon as possible following the date hereof prepare and file, or cause the preparation and filing of, all necessary documentation (including, in the case of Buyer, the information requested by the face of the forms, instructions and other written requirements set forth on Exhibit B), to effect all applications, notices, petitions and filings, to obtain as promptly as practicable following the date hereof (and, in any event, within 120 Business Days following the date hereof) all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities; provided that Buyer shall file the requisite application for approval with the United Kingdom’s Financial Conduct Authority no later than 30 Business Days following the date hereof. The parties shall use reasonable best efforts to provide the other the right to review in advance, and, to the extent practicable, consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Omega Parent, Omega UK, the Company or Buyer, as the case may be, and any of their Affiliates respective Subsidiaries, which appears in any material filing made with, or written materials submitted to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any third party or any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought Entity in connection with the consummation transactions contemplated by this Agreement, other than any portions of material so filed or submitted that contain confidential or proprietary information not directly related to the transactions contemplated hereby or information with respect to which a duty of confidence is owed to a third party. In exercising the foregoing right, each of the Merger parties hereto shall act reasonably and as promptly as practicable. During the period from the date hereof to the Tranche 2 Closing or earlier termination of this Agreement, (collectivelyi) the parties hereto agree that they will consult with each other with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable in connection with the “Regulatory Filings” transactions contemplated by this Agreement and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks each party will keep the other parties reasonably apprised of the status of matters relating to prevent the consummation completion of the transactions contemplated herein; (ii) each party shall consult with the other parties in advance of any meeting or conference between such party and any Governmental Entity in connection with the transactions contemplated by this Agreement and to the Merger Agreement based on extent reasonably requested by any other party and permitted by such Governmental Entity, give the other parties and/or their respective counsel the reasonable opportunity to attend and participate in such meetings and conferences; (iii) no party shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or any other applicable Antitrust Laws or based on any other required approvalLaws, consent, notice or filing with a Governmental Authority and such actions by without the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent of the other parties (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed). Parent or ; and (iv) each party hereto shall promptly inform the Company shall not file other parties of any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereonsubstantive oral communications with, and will give good faith consideration promptly provide copies of written communications with, any Governmental Entity regarding any filings. Promptly following the date hereof, the parties shall cooperate with each other to all reasonable additionsdetermine if any Additional Approvals are required, deletions or changes suggested by including consulting with the Stockholder and its counselCompany.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Mackinac and Niagara shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of Niagara or its Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Without limiting the generality of the forgoing, Mackinac will use commercially reasonable efforts to file the required applications seeking approval of the Acquisition with the Federal Reserve, the FDIC, the DIFS, and the DFI no later than 45 days from the date hereof. Niagara Bank will notify the OCC of the Bank Merger within 45 days from the date hereof. Each of Mackinac and Niagara shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalthis Agreement. Notwithstanding anything set forth in this Agreement, consentunder no circumstances shall Mackinac be required, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or Niagara and its Affiliates Subsidiaries shall not be permitted (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company without Mackinac’s written consent in which such Stockholder or any of its Affiliates has made a debt or an equity investmentsole discretion), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Dateto take any action, Parent may provide written notice of that determination or commit to the Stockholdertake any action, and Parent may elect or agree to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) andany condition or restriction, in that contextinvolving Mackinac, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter Niagara or the obligations under Section 2 of this Agreement their respective Subsidiaries pursuant to this Section 4.3(a) without first 6.1 or otherwise in connection with obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privilegedwould have, or confidential information would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a Mackinac Material Adverse Effect in respect of the Stockholder Mackinac, or any of Niagara and its Affiliates Subsidiaries taken as exclusive a whole, in each case measured on a scale relative to the Stockholder Niagara and the Stockholder may provide that its Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided that, if requested by Mackinac, then Niagara and its Subsidiaries will take or commit to take any such sensitive, legally privilegedaction, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant agree to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheldsuch condition or restriction, delayed so long as such action, commitment, agreement, condition or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder restriction is binding on Niagara and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by Subsidiaries only in the Stockholder and its counselevent the Closing occurs.

Regulatory Matters. (a) Subject Buyer and the Company shall promptly prepare and file with the SEC the Proxy Statement and Buyer shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Buyer shall use all reasonable efforts to Section 4.4, have the Stockholder shallS-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Buyer shall thereafter mail the Proxy Statement to each of its respective stockholders. Buyer shall also use their all reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the time frames set forth in Section 6.4 of transactions contemplated by this Agreement and the Bank Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings Company shall furnish all information concerning the Company and transactions, including, without limitation, information required or the holders of Company Common Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any such action. (b) The parties hereto shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals reasonably sought and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger and the Subsidiary Merger) (it being understood that any amendments to the S-4 or a resolicitation of proxies as consequence of a subsequent proposed merger, stock purchase or similar acquisition by Buyer or any of its Subsidiaries shall not violate this covenant). The Company and Buyer shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Buyer, as the case may be, and any of their respective Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Merger (collectivelyparties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the “Regulatory Filings” transactions contemplated by this Agreement and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks each party will keep the other apprised of the status of matters relating to prevent the consummation completion of the transactions contemplated by herein. (c) Buyer and the Merger Agreement based on Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the HSR Act Proxy Statement, the S-4 or any other Antitrust Laws or based on any other required approvalstatement, consentfiling, notice or filing with a Governmental Authority and such actions application made by or on behalf of Buyer, the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Company or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the their respective Subsidiaries to any Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Entity in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent and the other transactions contemplated by this Agreement. (not to be unreasonably withheld, delayed or conditioned). Parent or d) Buyer and the Company shall promptly furnish each other with copies of written communications received by Buyer or the Company, as the case may be, or any of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (e) The information supplied by the Company for inclusion in the S-4 shall not, at the time the S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not file misleading. The information supplied by the Company for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any Regulatory Filings that supplement thereto) is first mailed to stockholders, at the time of the Company's stockholders meeting or at the Effective Time contain information with respect any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made not misleading. If at any time prior to the Stockholder Effective Time, any event or circumstance relating to the Company or any of its affiliates, or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereonor their respective officers or directors, and will give good faith consideration to all reasonable additions, deletions or changes suggested should be discovered by the Stockholder Company that should be set forth in an amendment to the S-4 or a supplement to the Proxy Statement, the Company shall promptly inform Buyer thereof in writing. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein will comply as to form in all material respects with applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. (f) The information supplied by Buyer for inclusion in the S-4 shall not, at the time the S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by Buyer for inclusion in the Proxy Statement shall not, at the date the Proxy Statement (or any supplement thereto) is first mailed to stockholders, at the time of the Buyer's stockholders meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements 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 Buyer or any of its counselaffiliates, or to their respective officers or directors, should be discovered by Buyer that should be set forth in an amendment to the S-4 or a supplement to the Proxy Statement, Buyer shall promptly inform the Company thereof in writing. All documents that Buyer is responsible for filing with the SEC in connection with the transactions contemplated hereby will comply as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. 7.2.

Regulatory Matters. (a) Subject to Section 4.4STA shall have the responsibility for preparing, the Stockholder shallobtaining and maintaining Drug Approval Applications and any other Regulatory Approvals and other submissions, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent for conducting communications with the time frames set forth Regulatory Authorities, for the Licensed Product in Section 6.4 the Territory. STA will promptly notify PUMA of the Merger Agreementall such material communications or correspondence with Regulatory Authorities and STA will provide to PUMA copies of all substantive written communications received by STA (or its Related Parties) from any Regulatory Authority, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects or submitted by STA (or its Related Parties) to any Governmental Regulatory Authority. STA shall allow PUMA to participate in meetings with Regulatory Authority requesting such information in connection where permitted by Applicable Laws, and consult with filings or notifications underPUMA, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent consider in good faith reasonably determines that any comments PUMA may have regarding, any and all such actions communications and correspondence. STA’s responsibility shall be to implement such activities on the basis of materials and documents provided by the Governmental Authority PUMA, and in any case STA will not be resolved sufficiently required to assemble data, conduct trials or the like unless such trial or other activities are specifically requested by an authority within the Territory, in advance of the Termination Date, Parent may provide written notice of that determination which event STA shall be responsible for doing so. All Regulatory Approvals relating to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information Licensed Product with respect to the Stockholder Territory shall be owned by, and shall be the sole property and held in the name of, STA or its affiliates designated Affiliate or Sublicensee. STA shall have the right to reference any regulatory filings or Regulatory Approvals Controlled by PUMA made or obtained in territories outside the Territory, including without first providing limitation the Stockholder DMF and master files maintained and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Puma Biotechnology, Inc. Controlled by PUMA in territories outside the Territory. PUMA, its Affiliates and its counsel a reasonable opportunity Related Parties shall have the right to review reference any regulatory filings or Regulatory Approvals made or obtained by STA or its Affiliates or Related Parties in the Territory, including without limitation the DMF and comment thereon, and will give good faith consideration to all reasonable additions, deletions master files maintained by STA or changes suggested by the Stockholder and its counselAffiliates or Related Parties.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause their Affiliates toto be taken, use their reasonable best efforts, consistent and assist and cooperate with the time frames set forth other party in Section 6.4 of taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby (including the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactionsBank Mergers), including, without limitation, information including obtaining any third-party consent or waiver that may be required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought obtained in connection with the consummation of transactions contemplated hereby, and, subject to the Merger conditions set forth in Article VII, to consummate the transactions contemplated hereby as promptly as practicable and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Filings” and the, “Regulatory DisclosuresApprovals”, respectively). If The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Authority seeks Entities that are necessary or advisable to prevent the consummation of consummate the transactions contemplated by this Agreement, including the Merger Agreement based on Regulatory Approvals, and in the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” case of the Stockholder Regulatory Approvals, no later than forty-five (45) days after the date hereof. Each of Parent and Company shall include use their respective reasonable best efforts to resolve any portfolio company in which such Stockholder or objections that may be asserted by any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement Entity with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter this Agreement or the obligations under Section 2 of transactions contemplated by this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. If in the reasonable judgment of UPC or a Holder, the Holder's acquisition of Ordinary Shares or other securities of UPC or UGC upon exchange or prepayment of the Note would require a filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as xxxxxxx (xxx "XXX Act"), UPC and the Holder each will take such actions as may be required promptly to comply with the requirements of the HSR Act relating to the filing and furnishing of information (an "HSR Report") to the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), such actions to include (i) preparing and cooperating with each other in preparing the HSR Report to be filed by or on behalf of each of them so as to avoid errors or inconsistencies between their HSR Reports in the description of the reported transaction and to permit the filing of their HSR Reports in a timely fashion, (ii) complying with any request for additional documents or information made by the FTC or the DOJ or by any court and assisting the other in so complying and (iii) using its reasonable commercial efforts to cause all Persons which are part of the same "person" (as defined for purposes of the HSR Act) as such party to cooperate and assist in such compliance. UPC and the Holder each will pay any costs that it incurs in complying with the obligations set forth in this Section 4.11, except that each will bear one-half of any fee payable in connection with the filing of an HSR Report. It will be a condition precedent to the effectiveness of the exchange or prepayment of the Notes that either (i) no filing under the HSR Act by the Holder would be required in connection with its acquisition of Ordinary Shares or other voting securities upon such exercise, conversion or redemption or (ii) any applicable waiting period under the HSR Act has expired or been terminated. If an acquisition of securities of UPC or of UGC by the Holder upon exchange or prepayment of the Notes requires the filing of an HSR Report, then any time period within which the Holder is required to exchange or to submit for prepayment the Notes will be deemed extended, up to a maximum of 90 days, to permit compliance with the HSR Act, including filing of the requisite HSR Reports and expiration or termination of the applicable waiting period. If the waiting period has not so expired or been terminated prior to the end of such period of extension and of the period within which the Holder is required to exchange the Notes or if the Holder determines to withdraw its HSR Report, then, if either (a) Subject the Holder was the exercising party or (b) UPC was the exercising party and indicates to Section 4.4, the Stockholder shallFTC and DOJ that it no longer intends to complete the proposed transaction, and shall the Holder has advised UPC that it would exercise its exchange rights, if any, under Section 4.1 hereof if UPC rescinded its notice of exchange, UPC will use their reasonable its best efforts to cause their Affiliates toafford to the Holder the benefits intended to be provided by the Notes by (i) granting to the Holder the right to acquire other securities of UPC having the same rights, use their reasonable best effortsprivileges and preferences as the securities originally to be acquired, consistent with except that such other securities will not possess voting rights, or will possess limited voting rights, on the time frames set forth in Section 6.4 same terms as the securities originally to be acquired or (ii) if such replacement right cannot be granted, providing to the Holder such other right as may reasonably represent the value of the Merger Agreementconversion or exercise right required to be foregone. If the Holder, to supply in its sole opinion, considers a request from a governmental agency for additional data and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalto be unduly burdensome, consent, notice or filing with a Governmental Authority the Holder may withdraw its HSR Report and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or rescind its Affiliates (solely for purposes of this Section 4, an “Affiliate” exchange of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment)Notes, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case its rights will be the Stockholder’s obligations same as existed immediately before such attempted exchange and in addition, the Holder will have the rights described in the preceding sentence. Notwithstanding the foregoing, if it is determined that a filing under the Equity Commitment Letter shall also automatically terminate) and, in that contextHSR Act is required, the Stockholder shall be entitled to receive party exercising the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement exchange right pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal 4.1 or Section 4.2 may withdraw its notice of exchange delivered pursuant to Section 4.1 or 4.2, as the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient fundscase may be, when added at any time prior to clearance by the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company FTC and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselDOJ.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder The Company shall, and shall use their reasonable best efforts to cause their Affiliates the Subsidiaries to, use their reasonable best efforts, consistent keep Parent reasonably apprised of all substantive developments with respect to its interactions with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to FDA or any similar Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, respect to the Merger Agreement Company’s and the related financings Subsidiaries’ compliance with applicable Laws, and transactions, including, without limitation, information required or requested its response to be provided to any antitrust, financial or national security regulatory authorities the FDA in connection with any approvals and all facility inspections, Form 483 observations, warning letters, self reporting or similar matters, and will, to the extent reasonably sought practicable, consult with Parent reasonably in connection advance of any substantive response (including proposed operational responses and timetables with respect thereto) in respect of any such matters and consider in good faith any input provided by Parent and its advisors with respect to any such responses (including giving due consideration to the consummation interests of Parent in light of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation pendency of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case and the Stockholder’s obligations under Company and the Equity Commitment Letter shall also automatically terminate) and, in that context, Subsidiaries becoming Affiliates of Parent following the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common StockClosing); provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amountextent Parent is not reasonably expedient in providing such input or it is not practicable for the Company to request such input before delivering substantive responses to relevant Governmental Authorities, the Company may proceed with delivering substantive responses to relevant Governmental Authorities; provided provided, further that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds ultimate determination of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, manner in which the Company and the Company’s Subsidiaries on will address the Closing Datematters contemplated in this Section 5.18(a) will be made by the Company and the Subsidiaries. Without limiting the generality of Section 5.1, the Company shall, and shall cause the Subsidiaries to, provide Parent with all material correspondence, letters, submissions and other written communications with the FDA or any similar Governmental Authority (as well as with any third party regulatory or cGMP auditor) with respect to fund such matters (including providing all such materials received by the Required Amount and (ii) do not impose new FDA or additional conditions any such Governmental Authority promptly upon receipt); provided, however, that nothing in this Section 5.18 shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would cause a risk of a loss of privilege protection to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide Subsidiaries (provided that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain use commercially reasonable efforts to develop an alternative to providing such information with respect reasonably acceptable to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselParent).

Regulatory Matters. (a) Subject If BMS determines that any regulatory filings for any BMS Products are required for any activities hereunder, including INDs, XXXx and other Regulatory Approvals (as applicable), then BMS (or its designee) shall have the sole right, in its discretion and at its cost, to Section 4.4seek to obtain and maintain such regulatory filings (in its or its designee’s name), including with respect to any activities under the Stockholder shallResearch Program. In addition, BMS (or its designee) shall have the sole right to communicate and otherwise interact with Regulatory Authorities with respect to the BMS Products, including with respect to any Regulatory Materials in connection therewith. Immatics (and its Affiliates) shall have no right to, and shall use their not, make any regulatory filings related to any BMS Products or otherwise interact with any Regulatory Authorities with respect to the BMS Products; provided that, as and to the extent reasonably requested by BMS in writing, Immatics shall interact with Regulatory Authorities in connection with BMS Products with respect to matters related to the Immatics Licensed IP or the Research Program activities conducted by or on behalf of Immatics under this Agreement. At the reasonable best efforts request of BMS, and subject to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames cost reimbursement provisions for the assistance provided under clause (D) of Section 2.1.3(a) as set forth in Section 6.4 of such Section, Immatics shall reasonably assist BMS in communications and filings with Regulatory Authorities with respect to the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought BMS Products (including in connection with the consummation preparation of the Merger (collectivelyany INDs, the “XXXx and other Regulatory Filings” Approvals for any BMS Products), including, as and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4extent reasonably requested by BMS in writing, an “Affiliate” of the Stockholder Immatics shall include any portfolio company provide assistance in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement connection with BMS Products with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal matters related to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company Immatics Licensed IP and the Company’s Subsidiaries Research Program activities conducted by or on the Closing Date, to fund the Required Amount behalf of Immatics under this Agreement. All Regulatory Materials that are solely and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant specifically related to any Antitrust Laws without Parent’s prior written consent (not to BMS Products shall be unreasonably withheldowned by, delayed or conditioned). Parent or and shall be the Company shall not file any Regulatory Filings that contain information with respect to sole property and held in the Stockholder name of BMS or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereondesignated Affiliate, and will give good faith consideration to all reasonable additions, deletions Sublicensee or changes suggested by the Stockholder and its counseldesignee.

Regulatory Matters. (a) Subject to Section 4.4, Purchaser and the Stockholder shall, and Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreementpromptly prepare and file all necessary documentation, to supply effect all applications, notices, petitions and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, (including, without limitation, information required under the HSR Act, which filing shall be made by Purchaser and the Company within four (4) Business Days following the date of this Agreement), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities, and take all other actions, which are necessary or requested advisable to consummate the Transactions. Purchaser and the Company shall, within four (4) Business Days of the date hereof, prepare and deliver to the OTS a rebuttal of control submission in respect of the Transactions that are proposed to be provided consummated at the Final Closing and seek acceptance and approval of such rebuttal of control submission by the OTS with respect to such Transactions to the effect that Purchaser will not be deemed to control the Company or any of its Subsidiaries for purposes of the CIBC Act or the S&LHC Act as a result of the consummation of the Transactions and shall use reasonable best efforts (including using good faith efforts to respond to all requests for additional information from the OTS as promptly as practicable following each such request) to obtain such acceptance and approval (including, subject to Section 4.06(d), the Purchaser entering into a rebuttal of control agreement with the OTS materially in conformance with the form contained in 12 CFR §574.100 and (subject to Section 4.06(d)) agreeing to such other conditions as required by the OTS to obtain such acceptance and approval and the Company using the proceeds of the Transactions in a manner directed by the OTS). The Company and Purchaser shall have the right to consult the other, in each case subject to applicable laws relating to the exchange of information, with respect to any antitrustfiling made with, financial or national security regulatory authorities in connection with written materials submitted to, any approvals reasonably sought third party or any Governmental Entity in connection with the consummation Transactions. In exercising the foregoing right, each of the Merger (collectively, the “Regulatory Filings” parties hereto shall act reasonably and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall as promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such informationpracticable. The Stockholder shall not make any filings, or notifications in connection parties hereto agree that they will consult with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information each other with respect to the Stockholder obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or its affiliates without first providing advisable to consummate the Stockholder Transactions and its counsel a reasonable opportunity each party will keep the other appraised of the status of matters relating to review completion of the Transactions. Without limiting the generality of the foregoing and comment thereonsubject to applicable law and except as prohibited by the OTS, each of the Purchaser and the Company shall keep the other apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notices or other written communications, and will give good faith consideration the substance of any material oral communications, between the Purchaser and the Company, as the case may be, or any of their respective Subsidiaries or Affiliates, and the OTS with respect to all reasonable additions, deletions or changes suggested by the Stockholder Transactions and its counselthe rebuttal of control submission referred to in this Section 4.06(a).

Regulatory Matters. (a) Subject Parent and the Company shall promptly prepare and file with the SEC the Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to Section 4.4, have the Stockholder shallS-4 declared effective under the Securities Act as promptly as practicable after such filing, and each of the Company and Parent shall thereafter mail the Proxy Statement to its respective stockholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to cause promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their Affiliates respective Subsidiaries, which appears in any filing made with, or written materials submitted to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any third party or any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Merger (collectivelyparties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the “Regulatory Filings” transactions contemplated by this Agreement and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks each party will keep the other apprised of the status of matters relating to prevent the consummation completion of the transactions contemplated by herein. (c) Parent and the Merger Agreement based on Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the HSR Act Proxy Statement, the S-4 or any other Antitrust Laws or based on any other required approvalstatement, consentfiling, notice or filing with a Governmental Authority and such actions application made by or on behalf of Parent, the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Company or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the their respective Subsidiaries to any Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Entity in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior and the other transactions contemplated by this Agreement. (d) Parent and the Company shall promptly furnish each other with copies of written consent (not to be unreasonably withheld, delayed or conditioned). communications received by Parent or the Company shall not file Company, as the case may be, or any Regulatory Filings that contain information with of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect to of the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.transactions contemplated hereby. 7.2

Regulatory Matters. Subject to the terms and conditions of this Agreement, GEHC will have sole control and discretion with respect to (a) Subject to Section 4.4(i) proposing and planning the appropriate regulatory strategy for the Licensed Product, (ii) preparing and submitting all Regulatory Materials for the Stockholder shallLicensed Product, and shall use their reasonable best efforts to cause their Affiliates to(iii) obtaining and maintaining all Regulatory Approvals, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, where applicable, Pricing Approvals, for the Licensed Product in that context, each country in the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement Territory; and (b) communications with Regulatory Authorities with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds any of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privilegedforegoing, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information otherwise with respect to the Stockholder Licensed Product; provided that, upon LMI’s reasonable request, as permitted by Applicable Law and the Regulatory Authority and at LMI’s expense, LMI may attend as an observer any substantive face-to-face or telephonic meetings with the FDA or any other Regulatory Authority related to the Licensed Product (or, if applicable, the relevant portions thereof); provided, further, that if GEHC invites LMI with reasonable notice to any such preparatory meetings and LMI does not attend such meetings, then LMI will not have the right to attend the applicable meetings with the FDA or any other Regulatory Authority. All Regulatory Materials, Regulatory Approvals, and, where applicable, Pricing Approvals, relating to the Licensed Product will be held in the name of GEHC or its affiliates designated Affiliate, Sublicensee, or GEHC’s designee. Other than as required in connection with LMI’s right to attend meetings with the FDA or any other Regulatory Authority as set forth in this Section 4.7 (Regulatory Matters), LMI will not contact any Regulatory Authorities with respect to any matters relating to the Licensed Product or Licensed Compound that could reasonably affect the Field without first providing the Stockholder prior written approval of GEHC. If LMI is contacted by a Regulatory Authority with respect to any matters relating to the Licensed Compound or Licensed Product that could reasonably affect the Field, then LMI will notify GEHC within *** of such contact and its counsel a reasonable opportunity provide GEHC with any official correspondence received from any Regulatory Authority regarding the Licensed Product or the Licensed Compound within *** of receipt. To the extent that any correspondence, meetings, or other communications with the FDA or any other Regulatory Authority is reasonably likely to review be material to the Licensed Compound or Licensed Product both within and comment thereonoutside of the Field, the Parties will, and will give good faith consideration cause their respective Sublicensees (with respect to all reasonable additionsGEHC) and licensees (with respect to LMI) to notify each other thereof promptly and, deletions if permitted by Applicable Law, and subject to the obligations of confidentiality hereunder, provide each other with copies of relevant correspondence or changes suggested by the Stockholder and its counselcommunications.

Regulatory Matters. (a) Subject The parties hereto shall cooperate with each other and use their best efforts (provided that the parties shall not be required to Section 4.4make any payments in excess of normal and usual filing fees) to prepare and file promptly, and in the Stockholder case of the HSR Filing, no later than five Business Days following the date hereof, all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as reasonably practicable all Permits and all consents, approvals and authorizations of all third parties and Regulatory Agencies which are necessary to consummate the transactions contemplated hereby (including all filings by Purchaser and its Affiliates with the SEC to effect the registration of Purchaser as an adviser under the Investment Advisers Act), and to comply fully with the terms and conditions of all such Permits, consents, approvals and authorizations of all such Regulatory Agencies. Each of Purchaser and Guarantor shall use commercially reasonable efforts to register Purchaser as an investment adviser under the Investment Advisers Act as soon as practicable. Purchaser and Seller shall, to the extent practicable, consult each other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to Seller or Purchaser, as the case may be, and shall use any of their reasonable best efforts to cause their Affiliates respective Subsidiaries and Affiliates, which appear in any filing made with, or written materials submitted to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings third party or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought Regulatory Agencies in connection with the consummation transactions contemplated hereby. In exercising the foregoing right, each of the Merger (collectively, the “Regulatory Filings” parties hereto shall act reasonably and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith as promptly as reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such informationpracticable. The Stockholder shall not make any filings, or notifications in connection parties hereto agree that they will consult with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information each other with respect to the Stockholder obtaining of all Permits, consents, approvals and authorizations of all third parties and Regulatory Agencies necessary or its affiliates without first providing advisable to consummate the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counseltransactions contemplated hereby.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including actions required in order to effect the Bank Merger immediately after the Effective Time and to continue any Contract of Company or its Subsidiaries following the Closing or to avoid any penalty or other fee under such Contracts, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Regulatory Agency or other Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement, including the Merger and the Bank Merger (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as possible after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Regulatory Agencies or other Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Each of Parent and Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent be required, and Company and its Subsidiaries shall not be permitted (without Parent’s written consent in its sole discretion), to (i) take any action, or commit to take any other Antitrust Laws action, or based on agree to any other required approvalcondition or restriction, consentinvolving Parent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Company or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement their respective Subsidiaries pursuant to this Section 4.3(a) without first 6.1 or otherwise in connection with obtaining alternative financing arrangements which provide the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would have, or would be reasonably likely to have, individually or in the aggregate, a material adverse effect in respect of Parent and its Subsidiaries, taken as a whole, or Company and its Subsidiaries, taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries taken as a whole (including, for the avoidance of doubt, any determination by an Regulatory Agency or other Governmental Entity that the Bank Merger may not be consummated as contemplated herein, including simultaneously with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements Effective Time (i) provide Parent with sufficient funds, when added to the proceeds any of the Equity Financingforegoing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and a “Materially Burdensome Regulatory Condition”) or (ii) do not impose new agree to any Loss Share Agreement Condition; provided that, if requested by Parent, then Company and its Subsidiaries will take or additional conditions commit to the receipt of take any such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privilegedaction, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive agree to the Stockholder and the Stockholder may provide that any such sensitivecondition or restriction, legally privilegedso long as such action, commitment, agreement, condition or confidential information may only be provided restriction is binding on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by Subsidiaries only in the Stockholder and its counselevent the Closing occurs.

Regulatory Matters. (a) Subject to Section 4.4Except as otherwise disclosed in the Registration Statement, the Stockholder shallGeneral Disclosure Package or the Prospectus, neither the Company nor any of its subsidiaries is subject or is party to, or has received any notice or advice that any of them may become subject or party to any investigation with respect to, any corrective, suspension or cease-and-desist order, agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any agency, court or other governmental body, domestic or foreign (each, a “Governmental Entity”), that currently relates to or restricts in any material respect the conduct of their business or that in any manner relates to their capital adequacy, credit policies or management (each, a “Regulatory Agreement”), nor has the Company or any of its subsidiaries been advised by any Governmental Entity that it is considering issuing or requesting any such Regulatory Agreement. There is no unresolved violation, criticism or exception by any Governmental Entity with respect to any report or statement relating to any examinations of the Company or any of its subsidiaries which might reasonably be expected to result in a Material Adverse Effect. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”) to the legal maximum, and shall use their reasonable best efforts to cause their Affiliates tothe Bank has paid all premiums and assessments required by the FDIC and the regulations promulgated by the FDIC, use their reasonable best efforts, consistent with and no proceeding for the time frames set forth in Section 6.4 termination or revocation of the Merger Agreementsuch insurance is pending or, to supply and provide information that, to such Stockholderthe Company’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications underthreatened. No actions, consents, or relating approvals of, registrations or filings with, notices to, or other actions by the FDIC or the Board of Governors of the Federal Reserve System (the “Federal Reserve”) or any state bank regulatory authority acting under applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” Approvals”), is or will be required in connection with this Agreement and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by hereby, except those Approvals that already have been received and are in full force and effect. The Bank has complied with all applicable rules and regulations of the Merger FDIC, the Federal Reserve and any applicable state bank regulatory authority, except for violations that, individually or in the aggregate, would not result in a Material Adverse Effect. Any provision of this Agreement based on notwithstanding, this Agreement shall not require the HSR Act Company to disclose to the Underwriters or any other Antitrust Laws person “confidential supervisory information” or based on any other required approval, consent, notice or filing with information that the Company is not permitted to disclose without the approval of a Governmental Authority Entity and the existence of any such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent information shall not terminate form the Equity Commitment Letter basis for a claim of breach of representation or the obligations warranty under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject 16.1 Nothing in this Lease shall be construed to Section 4.4require Tenant or its affiliated health care professionals to refer patients to the Landlord or any affiliate of the Landlord or to utilize the Landlord or any affiliate of the Landlord to provide inpatient, outpatient or other services to patients or otherwise generate business for Landlord or any affiliate of the Landlord. Landlord and Tenant enter into this Lease with the intent of conducting their relationship and implementing the agreements contained herein in full compliance with applicable federal, state and local law, rules and regulations, including without limitation, the Stockholder shallMedicare/Medicaid Anti-Kickback statute, 42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Law”) and shall use their reasonable best efforts 42 U.S.C. § 1395nn (the ‘Xxxxx Law”), as amended. The parties further intend that this Lease comply with as many as reasonably practicable of the conditions for meeting the space rental safe harbor to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames Anti-Kickback Law which is set forth in Section 6.4 42 C.F.R. § 1001.952(b), as such regulations may be amended. Notwithstanding any unanticipated effect of any of the Merger Agreementprovisions of this Lease, neither party will intentionally conduct itself under the terms of this Lease in a manner that would constitute a violation of such statutes and regulations, this Lease shall be construed in a manner consistent with compliance with such statutes and regulations, and the parties hereto shall take such actions necessary to supply construe and provide information that, to administer this Lease therewith. In the event any court or administrative agency of competent jurisdiction determines this Lease violates any of such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings statutes or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant toregulations, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested parties shall take such actions as necessary to be provided amend this Lease to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection comply with the consummation applicable statutes or regulations, as provided herein. Furthermore, Xxxxxx represents that the size of the Merger (collectivelyPremises does not exceed the amount of space which is reasonable and necessary for Tenant’s legitimate business purposes. Notwithstanding any contrary provisions of the Lease, the “Regulatory Filings” parties acknowledge that Tenant is to have exclusive use and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation possession of the transactions contemplated Premises while this Lease is in effect and that the Premises may not be shared with or used by the Merger Agreement based on the HSR Act Landlord or any other Antitrust Laws person or based on any other required approval, consent, notice or filing entity affiliated with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselLandlord.

Regulatory Matters. (a) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the other undertakings pursuant to this Section 4.46.4, each of the Stockholder shallCompany and Parent agree to provide or cause to be provided to each and every federal, state, local or foreign court or Governmental Authority of non-privileged information and documents requested by any Governmental Authority that is necessary for the consummation of the Transactions, as promptly as reasonably practicable and advisable and shall use their reasonable best efforts to cause their Affiliates toavoid entry of any permanent, use their reasonable best effortspreliminary or temporary injunction or other Order, consistent with the time frames set forth in Section 6.4 of the Merger Agreementdecree, to supply and provide information thatdecision, to such Stockholder’s knowledgedetermination or judgment that would delay, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings restrain, prevent, enjoin or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the otherwise prohibit consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangementTransactions. Notwithstanding anything to the contrary hereinset forth in this Agreement, the Stockholder may designate use of reasonable best efforts to avoid entry of any Regulatory Disclosures permanent, preliminary or temporary injunction or other Order, decree, decision, determination or judgment that contain sensitivewould delay, legally privilegedrestrain, prevent, enjoin or otherwise prohibit consummation of the Transactions shall not include (A) the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Governmental Authority, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of such transactions, or confidential information in respect (B) the proffer and agreement by Parent and its Subsidiaries of their respective willingness to sell, lease, license or otherwise dispose of, or hold separate pending such disposition, and promptly to effect the sale, lease, license disposal and holding separate of, and to accept such conditions, limitations, obligations, or other restraints upon the conduct or operation of, any assets, rights, product lines, licenses, categories of assets or businesses or other operations, or interests therein. Furthermore, neither the Company, any of the Stockholder or Company Subsidiaries, Parent nor any of its Affiliates as exclusive will be required to agree to the Stockholder and payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on provision of additional security (including a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications guaranty) in connection with the Merger Merger, including in connection with obtaining any consent pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheldCompany Material Contract, delayed in each case unless such payment, consideration or conditioned). Parent or security is contingent upon the Company shall not file any Regulatory Filings that contain information with respect to occurrence of the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselClosing.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shallBuyer and Seller shall use, and Seller shall use cause each Seller Entity other than Seller to use, their reasonable best efforts to cause their Affiliates to, consummate the transactions contemplated hereby. Each of the parties hereto shall use their its reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, efforts to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications undertake, or relating tocause to be taken, applicable laws that are required all appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable as a result of, or pursuant to, under Applicable Laws and regulations to consummate and make effective the Merger Agreement and the related financings and transactionstransactions contemplated herein, including, without limitation, information (i) cooperating with the other in the preparation and filing of all forms, notifications, reports and information, if any, required or requested to be provided reasonably deemed advisable pursuant to any antitrustlaw, financial statute, rule or national security regulatory authorities in connection with any approvals reasonably sought in connection with regulation including the consummation of the Merger Commission (collectivelyincluding, without limitation, the “Regulatory Filings” filing of any amendments to Form ADV), NASD, NYSE and theother stock exchange rules, “Regulatory Disclosures”(ii) using its reasonable best efforts to obtain all licenses, respectively). If permits, consents, approvals, authorizations, qualifications and orders of any Governmental Authority seeks to prevent Entity or other Persons (as are necessary for the consummation of the transactions contemplated hereby), (iii) making on a prompt and timely basis all governmental or regulatory notifications and filings required to be made by it for the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” consummation of the Stockholder shall include any portfolio company in which such Stockholder transactions contemplated hereby, (iv) defending all Legal Proceedings challenging this Agreement or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance consummation of the Termination Date, Parent may provide written notice transactions contemplated hereby and to lift or rescind any injunction or restraining Order or other Order adversely affecting the ability of that determination the parties to consummate the Stockholdertransactions contemplated hereby, and Parent (v) executing and delivering such additional instruments and other documents and shall take such further actions as may elect be necessary or appropriate to terminate effectuate, carry out and comply with all of the obligations under Section 2 and Section 4.6 terms of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closingtransactions contemplated hereby. Parent Each party shall promptly provide advise the Company with a copy other party of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information developments with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselforegoing matters.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary hereinset forth in this Agreement or any other Loan Document, the Stockholder may designate Collateral Agent, on behalf of the Secured Parties, acknowledges and agrees that (i) any Regulatory Disclosures that contain sensitive, legally privilegedapproval of the Gaming Authorities of this Agreement, or confidential information in respect any amendment hereto, does not constitute approval, either express or implied, of the Stockholder Collateral Agent to take any actions or exercise any remedies provided for in this Agreement, for which separate prior approval by the Gaming Authorities may be required by the Gaming Laws and for which licensure or suitability of the Collateral Agent and/or the other Secured Parties may be required; and (ii) the Collateral Agent, the other Secured Parties and their respective successors and assigns may be subject to being called forward by the Gaming Authorities, in their sole and absolute discretion, for licensure or a finding of suitability in order to remain entitled to the benefits of this Agreement and the other Loan Documents. Without limitation of the foregoing, the Collateral Agent, on behalf of the Secured Parties, acknowledges and agrees that certain of its Affiliates as exclusive rights, remedies and powers under this Agreement may be exercised only to the Stockholder extent that the exercise thereof does not violate any applicable provisions of the Gaming Laws and only to the Stockholder may provide extent that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly required approvals (including prior approvals) are obtained from the requisite Gaming Authorities. The Collateral Agent agrees to cooperate with the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Gaming Authorities in connection with the Merger pursuant administration of their regulatory jurisdiction over the Grantors, including, without limitation (to the extent not inconsistent with the internal policies of the Collateral Agent or any Antitrust Laws without Parent’s prior written consent (not applicable legal or regulatory restrictions), the provision of such documents or other information as may be requested by any such Gaming Authorities relating to be unreasonably withheldthe Collateral Agent, delayed or conditioned). Parent the Grantors or the Company Loan Documents. Notwithstanding any other provision of this Agreement, each Grantor expressly authorizes the Collateral Agent and the other Secured Parties to cooperate with the applicable Gaming Authorities as described above. The parties acknowledge that the provisions of this Section 12.4(a) shall not file any Regulatory Filings that contain information with respect to be for the Stockholder or its affiliates without first providing benefit of the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselGrantors.

Regulatory Matters. (a) Subject to Section 4.4As promptly as practicable following the date of this Agreement, HomeTrust shall prepare and file with the Stockholder shallSEC the Form S-4, in which the Proxy Statement, which will be prepared jointly by HomeTrust and TriSummit, will be included. Each of HomeTrust and TriSummit shall use their its commercially reasonable best efforts to cause their Affiliates to, respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of TriSummit and HomeTrust shall use their its commercially reasonable best efforts, consistent with efforts to have the time frames set forth in Section 6.4 of Form S-4 declared effective under the Securities Act as promptly as practicable after filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the Form S-4 being declared effective, TriSummit shall thereafter mail or deliver the Proxy Statement to the holders of TriSummit Common Stock and TriSummit Series A Preferred Stock. HomeTrust shall also use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, to supply and provide TriSummit shall furnish all information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement concerning TriSummit and the related financings holders of TriSummit Common Stock and transactions, including, without limitation, information required or TriSummit Series A Preferred Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively)such action. If at any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate time prior to the activities Effective Time any event occurs or investments of such Stockholder information relating to TriSummit or its Affiliates (solely for purposes of this Section 4HomeTrust, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made their respective Subsidiaries, affiliates, directors or officers, is discovered by TriSummit or HomeTrust that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a debt material fact or an equity investment)omit to state any material fact necessary to make the statements therein, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance light of the Termination Datecircumstances under which they were made, Parent may provide written notice not misleading, the party with knowledge of such event or that determination discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such event or information shall be promptly filed with the SEC and, to the Stockholderextent required by applicable law, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal disseminated to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds holders of the Equity Financing, Debt Financing TriSummit Common Stock and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselTriSummit Series A Preferred Stock.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of Company or its Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings (including, if required, notification under the HSR Act or any other antitrust or competition Law), to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Without limiting the generality of the forgoing, Parent and Beach will use commercially reasonable efforts to file the required applications seeking approval of the Merger with the FDIC and the DFI no later than forty-five (45) days from the date hereof. Each of Parent and Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Parent or any other Antitrust Laws or based on any other required approvalBeach be required, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or Company and its Affiliates Subsidiaries shall not be permitted (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company without Parent’s written consent in which such Stockholder or any of its Affiliates has made a debt or an equity investmentsole discretion), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Dateto take any action, Parent may provide written notice of that determination or commit to the Stockholdertake any action, and Parent may elect or agree to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) andany condition or restriction, in that contextinvolving Parent, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter Company or the obligations under Section 2 of this Agreement their respective Subsidiaries pursuant to this Section 4.3(a) without first 6.1 or otherwise in connection with obtaining alternative financing arrangements which provide the foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that would have, or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a Parent with funds Material Adverse Affect in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity respect of Parent, Merger Sub, the or Company and its Subsidiaries taken as a whole, in each case measured on a scale relative to Company and its Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided that, if requested by Parent, then Company and its Subsidiaries will take or commit to take any such action, or agree to any such condition or restriction, so long as such action, commitment, agreement, condition or restriction is binding on Company and its Subsidiaries only in the Company’s Subsidiaries on event the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closingoccurs. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.40

Regulatory Matters. (a) Subject As promptly as practicable (but in no event later than sixty (60) days) following the date of this Agreement, CenterState, with the assistance and cooperation of Gulfstream, shall promptly prepare and file with the SEC the Form S-4, and, if not included in Form X-0, Xxxx X-0, together with the Proxy Statement which will be included in Form S-4, which shall provide for the registration of the shares to Section 4.4, the Stockholder shallCenterState Common Stock to be issued as a result of the Merger, and upon the exercise of the Gulfstream Stock Options to be assumed by CenterState pursuant to the terms of this Agreement. Each of CenterState and Gulfstream shall use their its commercially reasonable best efforts to cause their Affiliates to, respond as promptly as practicable to any written or oral comments from the SEC or its staff with respect to the Form S-4 or any related matters. Each of Gulfstream and CenterState shall use their its commercially reasonable best efforts, consistent with efforts to have the time frames set forth in Section 6.4 of Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement. Upon the Form S-4 being declared effective, Gulfstream shall thereafter mail or deliver the Proxy Statement to its shareholders. CenterState shall also use its commercially reasonable best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, to supply and provide Gulfstream shall furnish all information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement concerning Gulfstream and the related financings and transactions, including, without limitation, information required or holders of Gulfstream Common Stock as may be reasonably requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively)such action. If at any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate time prior to the activities Effective Time any event occurs or investments of such Stockholder information relating to Gulfstream or its Affiliates (solely for purposes of this Section 4CenterState, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made their respective affiliates, directors or officers, should be discovered by Gulfstream or CenterState that should be set forth in an amendment or supplement to either the Form S-4 or the Proxy Statement, so that either such document would not include any misstatement of a debt material fact or an equity investment)omit to state any material fact necessary to make the statements therein, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance light of the Termination Datecircumstances under which they were made, Parent may provide written notice of not misleading, the Party that determination discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the Stockholderextent required by applicable law, and Parent may elect disseminated to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the StockholderGulfstream’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselshareholders.

Regulatory Matters. (a) Subject TSFG, with the cooperation of PFC, shall promptly prepare and file with the SEC the S-4. Each of PFC and TSFG shall use its reasonable best efforts to Section 4.4, have the Stockholder shallS-4 declared effective under the Securities Act as promptly as practicable after such filing, and PFC shall thereafter mail the Proxy Statement/Prospectus to its stockholders. TSFG shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to cause their Affiliates promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). PFC and TSFG shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to PFC or TSFG, as the case may be, and any of TSFG's Subsidiaries, which appears in any filing made with, or written materials submitted to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any third party or any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Merger (collectivelyparties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the “Regulatory Filings” transactions contemplated by this Agreement and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks each party will keep the other apprised of the status of matters relating to prevent the consummation completion of the transactions contemplated by herein. (c) TSFG and PFC shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Merger Agreement based on Proxy Statement/Prospectus, the HSR Act S-4 or any other Antitrust Laws or based on any other required approvalstatement, consentfiling, notice or filing with a application made by or on behalf of TSFG, PFC or their Subsidiaries to any Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Entity in connection with the Merger pursuant to and the other transactions contemplated by this Agreement. (d) TSFG and PFC shall promptly furnish each other with copies of written communications received by TSFG or PFC, as the case may be, or any Antitrust Laws without Parent’s prior written consent of their respective Affiliates or Associates (not to be unreasonably withheldas such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date hereof) from, delayed or conditioned). Parent or delivered by any of the Company shall not file foregoing to, any Regulatory Filings that contain information with Governmental Entity in respect to of the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counseltransactions contemplated hereby.

Regulatory Matters. (a) Subject As promptly as reasonably practicable following the date hereof, but not later than forty-five (45) days thereafter, WAL and Bridge shall cooperate in preparing and each shall cause to Section 4.4, be filed with the Stockholder shall, SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the Bridge shareholders at the Special Meeting and WAL shall prepare and file with the SEC the Registration Statement. The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration Statement as WAL’s prospectus. WAL shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent and Bridge shall cooperate with WAL, to have the time frames set forth in Section 6.4 of Registration Statement declared effective by the SEC and to keep the Registration Statement effective as long as is necessary to consummate the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approvalthereby. WAL and Bridge shall, consentas promptly as practicable after receipt thereof, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy other party copies of any definitive commitment letter or written comments and advise the other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary hereinparty of any oral comments, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing Registration Statement received from the Stockholder SEC. The parties shall cooperate and its counsel provide the other with a reasonable opportunity to review and comment thereonon any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will give good faith consideration provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to all the contrary, no amendment or supplement (including by incorporation by reference) of the Proxy Materials or the Registration Statement shall be made without the approval of both parties, which approval shall not be unreasonably withheld or delayed; provided that with respect to documents filed by a party which are incorporated by reference in the Registration Statement or Proxy Materials, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. WAL will use reasonable additionsbest efforts to allow Bridge to cause the Proxy Materials to be mailed to Bridge shareholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, deletions promptly after it receives notice thereof, of the time when the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the WAL Common Stock issuable in connection with the Merger for offering or changes suggested sale in any jurisdiction, or any request by the Stockholder SEC for amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to WAL or Bridge, or any of their respective affiliates, officers or directors, should be discovered by WAL or Bridge, which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Materials so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and its counseldisseminated to the shareholders of Bridge.

Regulatory Matters. (a) Subject Registration Statement and Proxy Statement. Commerce shall as soon as practicable prepare and file a registration statement on Form S-4 to Section 4.4be filed with the SEC pursuant to the Securities Act for the purpose of registering the shares of Commerce Common Stock to be issued in the Merger (the “Registration Statement”). Company, Commerce and Sub shall each provide promptly to the Stockholder shallother such information concerning their respective businesses, financial conditions, and affairs as may be required or appropriate for inclusion in the Registration Statement or the proxy statement for the special shareholders' meeting of Company to be called for the purpose of considering and voting on the Merger (the “Proxy Statement”). Company, Commerce and Sub shall each cause their counsel and auditors to cooperate with the other's counsel and auditors in the preparation and filing of the Registration Statement and the Proxy Statement. Commerce shall not include in the Registration Statement any information concerning Company to which Company shall reasonably and timely object in writing. Commerce, Sub and Company shall use their reasonable best efforts to cause their Affiliates tohave the Registration Statement declared effective under the Securities Act as soon as may be practicable and thereafter Company shall distribute the Proxy Statement to its shareholders in accordance with applicable laws not fewer than 20 business days prior to the date on which this Agreement is to be submitted to its shareholders for voting thereon. If necessary, use their reasonable best efforts, consistent with in light of developments occurring subsequent to the time frames set forth in Section 6.4 distribution of the Merger AgreementProxy Statement to Company or shareholders, Company shall mail or otherwise furnish to supply and provide information thatits shareholders such amendments or supplements to the Proxy Statement materials as may, to such Stockholder’s knowledgein the reasonable opinion of Commerce, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications underSub, or relating toCompany, applicable laws be necessary so that are the Proxy Statement materials, as so amended or supplemented, will contain no untrue statement of any material fact and will not omit to state any material fact required to be stated therein or advisable as a result ofnecessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or pursuant to, as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation effectiveness of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation Registration Statement after delivery of the transactions contemplated Commerce Common Stock issued pursuant hereto for the purpose of resale of Commerce Common Stock by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselperson.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 If any of the Merger Agreementfollowing occurs: (A) any Credit Party or any Subsidiary of a Credit Party receives written notification from FDA, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act EMA or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate equivalent to the activities FDA or investments EMA and recognized as the health authority with primary responsibility for granting marketing approval in a foreign country which written notification is reasonably likely to result in the Product being withdrawn from the market and/or the Product approval and/or marketing authorization to be withdrawn, if the revenue attributable to the affected Product in the affected market constitutes more than 25% of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” Consolidated Revenue of the Stockholder shall include any portfolio company in which such Stockholder or any of Borrower and its Affiliates has made a debt or an equity investment)Subsidiaries, then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance calculated as of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions four fiscal quarter period most recently ended prior to the receipt of such financing relative the written notification for which financial statements have been delivered pursuant to the Commitment Letters that could impair Section 5.2(a); (B) FDA, CMS, EMA or delay the Closing. Parent shall promptly provide the Company with any other Government Authority initiates enforcement action, including without limitations, a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary hereinWarning Letter, the Stockholder may designate any Regulatory Disclosures that contain sensitiveseizure, legally privilegedan injunction, or confidential information in respect of the Stockholder administrative procedure, against any Credit Party or any Subsidiary of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information Credit Party with respect to the Stockholder Products or the manufacturing facilities therefor, that causes the Credit Party or Subsidiary of a Credit Party to discontinue or suspend the sale of, or withdraw, any of its affiliates without first providing Products or causes a delay in the Stockholder and its counsel approval or offering of any Product, which discontinuation, withdrawal or delay would reasonably be expected to last for more than 90 days (or, if a reasonable opportunity resolution to review and comment thereonsuch discontinuation , suspension of sale, withdrawal or delay is being pursued in good faith through appropriate proceedings diligently conducted, and will give good faith consideration solely if the applicable event or circumstance has not actually resulted in a Material Adverse Change at the time, an additional 30 days thereafter), in each case if the impact on revenue resulting from such discontinuation, suspension, withdrawal or delay, would be more than 25% of Consolidated Revenue calculated as of the four fiscal quarter period most recently ended prior to all reasonable additionsthe initiation of the enforcement action for which financial statements have been delivered pursuant to Section 5.2(a); (C) any Credit Party recalls any of its Products that would reasonably be expected to result in a Material Adverse Change; or (D) any Credit Party enters into a settlement agreement with the FDA, deletions CMS, EMA or changes suggested by the Stockholder and its counselany other Governmental Authority that would reasonably be expected to result in a Material Adverse Change.

Regulatory Matters. (a) Subject ANB shall promptly prepare and file the S-4 Registration Statement with the SEC after the date hereof. ANB shall use its commercially reasonable efforts to Section 4.4have the S-4 Registration Statement declared effective under the 1933 Act as promptly as practicable after such filing. Once the S-4 Registration Statement has been declared effective by the SEC, PBF shall mail the Stockholder shallProxy Statement/Prospectus to its stockholders simultaneously with delivery of notice of the meeting of stockholders called to approve the Merger. ANB shall also use its commercially reasonable efforts to obtain all necessary state securities Law or “Blue Sky” permits and approvals required to carry out the transaction provided for in this Agreement, and PBF shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide furnish all information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement concerning PBF and the related financings and transactions, including, without limitation, information required or holders of PBF Common Stock as may be requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought such action. If at any time prior to the Effective Time of the Merger any event shall occur which should be set forth in an amendment of, or a supplement to, the Proxy Statement/Prospectus, PBF will promptly inform ANB and cooperate and assist ANB in preparing such amendment or supplement and mailing the same to the stockholders of PBF. Subject to Section 10.1(k) of this Agreement, the PBF Board shall recommend that the holders of PBF Common Stock vote for and adopt the Merger provided for in the Proxy Statement/Prospectus and this Agreement. The Parties shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings and to obtain as promptly as practicable all Consents of all third parties and Regulatory Authorities which are necessary or advisable to consummate the transactions provided for in this Agreement. ANB and PBF shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to ANB or PBF, as the case may be, and any of their respective Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Regulatory Authority in connection with the consummation transactions provided for in this Agreement. In exercising the foregoing right, each of the Merger (collectivelyParties hereto shall act reasonably and as promptly as practicable. The Parties hereto agree that they will consult with each other with respect to the obtaining of all Permits and Consents, approvals and authorizations of all third parties and Regulatory Authorities necessary or advisable to consummate the “Regulatory Filings” transactions provided for in this Agreement, and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks each Party will keep the other apprised of the status of matters relating to prevent the consummation completion of the transactions contemplated by provided for in this Agreement. ANB and PBF shall, upon request, furnish each other all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters that may be reasonably necessary or advisable in connection with the Merger Agreement based on Proxy Statement/Prospectus, the HSR Act S-4 Registration Statement or any other Antitrust Laws or based on any other required approvalstatement, consentfiling, notice or filing with a Governmental Authority and such actions application made by the Governmental Authority relate to the activities or investments on behalf of such Stockholder or its Affiliates (solely for purposes of this Section 4ANB, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder PBF or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination their Subsidiaries to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant and the other transactions provided for in this Agreement. ANB and PBF shall promptly furnish each other with copies of all applications, notices, petitions and filings with all Regulatory Authorities, and all written communications received by ANB or PBF, as the case may be, or any of their respective Subsidiaries, Affiliates or associates from, or delivered by any of the foregoing to, any Regulatory Authority, in respect of the transactions provided for herein. ANB will indemnify and hold harmless PBF and its officers, directors and employees from and against any and all actions, causes of actions, losses, damages, expenses or Liabilities to which any Antitrust such entity, or any director, officer, employee or controlling person thereof, may become subject under applicable Laws without Parent’s prior written consent (including the 1933 Act and the 1000 Xxx) and rules and regulations thereunder and will reimburse PBF, and any such director, officer, employee or controlling person for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not resulting in liability, insofar as such losses, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Proxy Statement/Prospectus or any application, notice, petition, or filing with any Regulatory Authority or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be unreasonably withheldstated therein, delayed or conditioned)necessary in order to make the statement therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing in connection therewith by any ANB Company. Parent PBF will indemnify and hold harmless ANB and its officers, directors and employees from and against any and all actions, causes of actions, losses, damages, expenses or Liabilities to which any such entity, or any director, officer, employee or controlling person thereof, may become subject under applicable Laws (including the Company shall 1933 Act and the 1000 Xxx) and rules and regulations thereunder and will reimburse ANB, and any such director, officer, employee or controlling person for any legal or other expenses reasonably incurred in connection with investigating or defending any actions, whether or not file resulting in liability, insofar as such losses, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Proxy Statement/Prospectus or any application, notice, petition, or filing with any Regulatory Filings that contain Authority or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statement therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested furnished in writing in connection therewith by the Stockholder and its counselany PBF Company.

Regulatory Matters. (a) Subject From the date hereof until the earlier to Section 4.4occur of the termination of this Agreement in accordance with its terms and the Effective Time, subject to applicable Law, the Stockholder Company shall: (i) promptly provide Parent with advance notice of and, and shall use their reasonable best efforts to cause their Affiliates tothe extent reasonably practicable to do so, use their reasonable best efforts, consistent an opportunity for one designated Representative of Parent to participate as an observer in any meetings or conference calls the Company has with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings FDA or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant toits advisory committees, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act EMA or any other Antitrust Laws similar Governmental Authority; (ii) promptly provide Parent with advance notice of any inspection or based on other audit by the FDA, the EMA or any other required approvalsimilar Governmental Authority, consent, notice and after such inspection or filing audit promptly provide Parent with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4summary thereof and, an “Affiliate” when available, a copy of the Stockholder shall include any portfolio company full report in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent respect thereof; (iii) consider in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Dateand, Parent may provide written notice of that determination to the Stockholderextent reasonable to do so, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) andincorporate, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter comments or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information input provided by Parent in respect of the Stockholder foregoing matters described in clauses (i) and (ii); (iv) promptly notify Parent of any notice or other communication to the Company from the FDA or its advisory committees, the EMA, or any of its Affiliates as exclusive other similar Governmental Authority, or a Review Board, and, subject to applicable Law, provide Parent on a timely basis with, and, to the Stockholder extent reasonably practicable to do so, permit Parent to review in advance, any proposed written communication to such Governmental Authority, as considered appropriate by Parent, and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be consider Parent’s reasonable comments provided on a counseltimely basis; (v) furnish Parent on a timely basis with non-only basis confidential copies of all correspondence, filings and written communications between the Company, its Affiliates and their respective Representatives, on one hand, and any such Governmental Authority or directly its staff, on the other hand; (vi) to the applicable extent reasonably practicable to do so, consult with Parent prior to making any significant submission to the FDA, the EMA or any similar Governmental Authority requesting such information. The Stockholder shall not make any filingsAuthority, or notifications in connection with a Review Board, relating to the Merger pursuant Company’s business or any Company Product, or supplement or amendment thereto, response to any Antitrust Laws without Parent’s prior written consent warning letter, untitled letter, or observation on FDA Form 483; and (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect vii) to the Stockholder or its affiliates without first providing the Stockholder and its counsel a extent reasonably practicable to do so, give Parent reasonable opportunity to review and comment thereonon any such submission prior to its submission to such Governmental Authority, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselconsider Parent’s comments thereto provided on a timely basis.

Regulatory Matters. (a) Subject With respect to Section 4.4each Product and except as would not, individually or in the Stockholder shallaggregate, reasonably be expected to have a Material Adverse Effect, (i) each Credit Party and its Subsidiaries have received, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with such Product is the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result subject of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought all Regulatory Required Permits needed in connection with the consummation testing, manufacture, marketing or sale of such Product as currently being conducted by or on behalf of such Credit Party, and (ii) such Product has been and is being tested, manufactured, marketed, promoted, sold, imported, possessed, owned, warehoused, promoted, labeled, furnished or distributed as the case may be, by Credit Parties’ (or to Credit Parties’ actual knowledge, by any applicable third parties) in compliance with all applicable Healthcare Laws and Regulatory Required Permits. Except as would not reasonably be expected to have a Material Adverse Effect, none of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act Credit Parties or any other Antitrust Laws or based on Subsidiary thereof are in violation of any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments applicable Healthcare Law. As of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund no Credit Party or any Subsidiary thereof receives any material payments directly (including through any third party payment processor) from Medicare, Medicaid, or TRICARE. To each Credit Party’s knowledge, none of the Required Amount and (ii) do not impose new Credit Parties’ or additional conditions their Subsidiaries’ officers, directors or employees has made an untrue statement of material fact or fraudulent statement to the receipt of such financing relative FDA or failed to disclose a material fact required to be disclosed to the Commitment Letters FDA, committed an act, made a statement, or failed to make a statement that could impair or delay reasonably be expected to provide a basis for the ClosingFDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Parent shall promptly provide Regulation 46191 (September 10, 1991). No Credit Party, nor any Subsidiary thereof, is subject to any proceeding, suit or, to any Credit Party’s knowledge, investigation by any Governmental Authority, which would reasonably be expected to result in the Company with a copy revocation, transfer, surrender, suspension of any definitive commitment letter material Permits of any Credit Party or other documentation providing for such alternative financing arrangementany Subsidiary thereof, in each case, that would reasonably be expected to result in a Material Adverse Effect. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect As of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitiveClosing Date, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any there have been no material Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselReporting Events.

Regulatory Matters. (a) Subject to Section 4.4To the Knowledge of Seller, the Stockholder shallTarget Company is in material compliance with all applicable laws, rules and shall use their reasonable best efforts regulations of the United States, including of the FDA, applicable to cause their Affiliates to, use their reasonable best efforts, consistent the sale and distribution of the Products except as would not reasonably be expects to have a Material Adverse Effect or as is caused by the failure of a manufacturer of a Product to comply with the time frames provisions of this sentence. Target Company has all requisite permits, approvals, registrations, licenses from the FDA to conduct the Business as currently conducted, except as would not reasonably be expects to have a Material Adverse Effect. There are no pending or, to the Knowledge of Seller, threatened, actions, suits, proceedings, hearings, investigations, charges, claims, demands, notices or complaints by the FDA relating to the Business except as would not reasonably be expects to have a Material Adverse Effect. Target Company has not made any false statements on, or omissions from, the applications, approvals, reports and other submissions to the FDA prepared or maintained to comply with the requirements of the FDA except as would not reasonably be expects to have a Material Adverse Effect. Target Company has properly handled and stored all Products included in the Inventory in compliance with all applicable laws, rule and regulations except as would not reasonably be expects to have a Material Adverse Effect. Target Company has not, nor to Knowledge of Seller has any officer or employee of Target Company, been convicted of any crime or engaged in any conduct that would reasonably be expected to result in (i) debarment under 21 U.S.C. Section 335a or (ii) exclusion under 42 U.S.C. Section 1320a-7. Certain Business Relationships with Parent and its Affiliates. Except as set forth in on the Section 6.4 4(r) of the Merger AgreementDisclosure Schedule, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate Target Company has not been involved in all any material respects to any Governmental Authority requesting such information in connection business arrangement or relationship with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder Parent or its Affiliates (solely for purposes of this related to the Business within the past twelve months. Except as set forth on the Section 4, an “Affiliate” 4(r) of the Stockholder shall include any portfolio company in which such Stockholder Disclosure Schedule, as of the Closing, Target Company will have no business arrangement, contract or any of relationship with Parent or its Affiliates has made a debt other than (i) as contemplated by this Agreement, (ii) with respect to Kxxxxx or an equity investment), then if Parent in good faith other branded pharmaceutical products on terms and conditions reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination acceptable to the StockholderBuyer, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminateiii) on commercially reasonable terms and, in that contextany case, the Stockholder shall as may be entitled to receive the Per Share Price terminable by Target Company without advance notice or penalty. Organization, Qualification, and Corporate Power. Target Company is a corporation duly organized, validly existing, and in good standing under the Merger Agreement with respect laws of its jurisdiction of incorporation. Target Company is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Target Company has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. Section 4(s) of the Disclosure Schedule lists the directors and officers of each the Target Company. The Target Company has no direct or indirect subsidiaries. Capitalization. Section 4(t) of the Disclosure Schedule sets forth for the Target Company (A) its jurisdiction of incorporation, (B) the number of authorized shares for each class of its capital stock, (C) the number of issued and outstanding shares of Common Stock; providedeach class of its capital stock, however that Parent shall not terminate and (D) the Equity Commitment Letter or the obligations under Section 2 number of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds shares of its capital stock held in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds treasury. All of the Equity Financingissued and outstanding Target Shares have been duly authorized, Debt Financing are validly issued, fully paid, and non-assessable, and are held of record and beneficially by Seller. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new contracts or additional conditions to the receipt of such financing relative to the Commitment Letters commitments that could impair or delay require the Closing. Parent shall promptly provide the Target Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary hereinissue, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privilegedsell, or confidential information in respect of the Stockholder or otherwise cause to become outstanding any additional shares of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitivecapital stock. There are no outstanding or authorized stock appreciation, legally privilegedphantom stock, profit participation, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information similar rights with respect to the Stockholder or its affiliates without first providing shares of the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselTarget Company.

Regulatory Matters. (a) Subject Raymond James and TriState Capital have agreed to Section 4.4, the Stockholder shall, cooperate with each other and shall use their reasonable best efforts to cause their Affiliates topromptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 efforts to make such filings within forty-five (45) days of the Merger Agreementdate of the merger agreement), to supply obtain as promptly as practicable all permits, consents, waivers, approvals and provide information thatauthorizations of all third parties, to such Stockholder’s knowledge, is complete regulatory agencies and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that governmental entities which are required necessary or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of consummate the transactions contemplated by the Merger Agreement based on merger agreement (including the HSR Act mergers), and to comply with the terms and conditions of all such permits, consents, waivers, approvals and authorizations of all such regulatory agencies and governmental entities. Raymond James and TriState Capital have agreed to use, and to cause their applicable subsidiaries to use, reasonable best efforts to obtain each requisite regulatory approval (without the imposition, inclusion or attachment of certain burdensome regulatory conditions) as promptly as reasonably practicable until the earlier of the closing of the mergers or the termination of the merger agreement in accordance with its terms. In furtherance and not in limitation of the foregoing, Raymond James and TriState Capital have agreed to use reasonable best efforts to avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other Antitrust Laws order, whether temporary, preliminary or based on any other required approvalpermanent, consentthat would restrain, notice prevent or filing with a Governmental Authority and such actions by delay the Governmental Authority relate closing of the mergers. Notwithstanding the foregoing or anything in the merger agreement to the activities or investments contrary, (x) in connection with obtaining the foregoing permits, consents, waivers, approvals and authorizations of such Stockholder or its Affiliates (solely for purposes governmental entities, none of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Raymond James or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority subsidiaries will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholderrequired to, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 none of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder TriState Capital or any of its Affiliates as exclusive to subsidiaries may (without the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent of Raymond James in its sole discretion), take any action, or commit to take any action, or agree to any condition or restriction that would reasonably be expected to (not to be unreasonably withheldi) have a material adverse effect on Raymond James or any of its subsidiaries (including, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect after giving effect to the Stockholder mergers, the surviving entity or any of its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereonsubsidiaries), and will give good faith consideration measured on a scale relative to all reasonable additionsthe size of Raymond James, deletions (ii) result in any adverse change or changes suggested by the Stockholder and effect on, or restrict or limit, Raymond James’s or any of its counsel.subsidiaries’ ability to conduct any activities or operations (including any

Regulatory Matters. (a) Subject Notwithstanding anything to Section 4.4the contrary herein or in the Second Lien Security Documents, the Stockholder shall, Agents and shall use their reasonable best efforts the Lenders hereby agree that they will not take action pursuant to cause their Affiliates to, use their reasonable best efforts, consistent the Second Lien Security Documents with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects respect to any item of Collateral associated with or related to any Communications License (i) to the extent such action is not permitted by the FCC or other Governmental Authority requesting such information or any other applicable laws, rules or regulations; or (ii) that would constitute or result in connection with filings an assignment or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, change of control of a Communications License (including, without limitation, information required an assignment or requested transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the rules and regulations of the FCC)) now held by or to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate issued to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Borrower or any of its Affiliates has made a debt Subsidiaries, or an equity investment)that otherwise would require prior notice to or approval from the FCC or other Governmental Authority, then if Parent without first providing such notice or obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in good faith reasonably determines that such actions by accordance with applicable law in order to obtain from the FCC or any other relevant Governmental Authority will not such approval as may be resolved sufficiently in advance of necessary to enable the Termination Date, Parent may provide written notice of that determination Lenders to exercise the full rights and benefits granted to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement Lenders pursuant to this Section 4.3(a) Agreement, including the use of the Borrower’s commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by the Second Lien Security Documents for which such approval is required by law and specifically, without first obtaining alternative financing arrangements which provide Parent limitation, upon request at any time after the occurrence and during the continuance of an Event of Default, to prepare, sign and file with funds in an amount equal the FCC or any other relevant Governmental Authority the assignor’s or transferor’s and licensee’s portions of any application or applications for consent to the Rollover Amountassignment or transfer of control of any Communications License that may be necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any sale or transfer of control of the Collateral pursuant to the exercise of the Lenders’ rights and remedies under the Second Lien Security Documents; provided that Borrower’s failure to obtain any such alternative financing arrangements (i) provide Parent with sufficient fundsapproval shall not constitute a Default or Event of Default. The Borrower further consents, when added subject to obtaining any necessary approvals, to the proceeds assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger Collateral pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheldpublic or private sale, delayed judicial sale, foreclosure, or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect exercise of other remedies available to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested Lenders as permitted by the Stockholder and its counselapplicable law.

Regulatory Matters. If any of the following occurs: (ai) Subject (A) any Key Permit or any of the Borrower’s or any of Subsidiary’s material rights or interests thereunder is terminated or amended in any manner adverse to Section 4.4the Borrower and its Subsidiaries in any material respect and such termination or amendment is not otherwise revoked within [**] days (or, the Stockholder shallif a resolution to such revocation is being pursued in good faith by appropriate proceedings diligently conducted, and shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with solely if the time frames set forth applicable event or circumstance has not actually resulted in Section 6.4 a reduction of revenues that is in excess of the Merger Agreementthreshold described in the definition of Material Impact, an additional [**] days thereafter) after the occurrence thereof; (B) the FDA, CMS, EMA or any other Governmental Authority (x) terminates, or delivers a letter or other written communication to supply and provide information thatthe Borrower or its Subsidiaries asserting that any Specified Product lacks, a required Key Permit, which termination or assertion is not withdrawn or otherwise resolved within [**] days (or, if a resolution to such Stockholderwithdrawal is being pursued in good faith through appropriate proceedings diligently conducted, and solely if the applicable event or circumstance has not actually resulted in a reduction of revenues that is in excess of the threshold described in the definition of Material Impact, an additional [**] days thereafter) after such Person’s knowledgereceipt of such termination, is complete and accurate in all material respects letter or other written communication or (y) initiates enforcement action against or issues a warning letter with respect to the Borrower or any Governmental Authority requesting such information in connection with filings or notifications underof the Subsidiaries, or relating toany of their Specified Products or the Health Care Activities therefor, applicable laws that are required causes the Borrower or advisable as a result such Subsidiary to discontinue or suspend the sale of, or pursuant towithdraw from the market, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made Specified Products, which discontinuance, suspension or withdrawal would reasonably be expected to last for more than [**] days (or, if a debt resolution to such discontinuance, suspension or an equity investment), then if Parent withdrawal is being pursued in good faith reasonably determines through appropriate proceedings diligently conducted, and solely if the applicable event or circumstance has not actually resulted in a reduction of revenues that such actions by the Governmental Authority will not be resolved sufficiently is in advance excess of the Termination Datethreshold described in the definition of Material Impact, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminatean additional [**] days thereafter) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares case of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds each of the Equity Financingforegoing clauses (A) and (B), Debt Financing and other sources of readily available liquidity of Parentsuch event or circumstance has had, Merger Subor would reasonably be expected to have, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and a Material Impact; (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters a recall that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privilegedhas resulted in, or confidential information in respect of would reasonably be expected to result in, a Material Impact; or (iii) the Stockholder Borrower or any of its Affiliates the Subsidiaries enters into one or more settlement agreements with the FDA, CMS, EMA or any other Governmental Authority that results in aggregate liability for all such settlement agreements entered into since the Closing Date in excess of [**] as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to of the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.settlement; or

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Mackinac and Peninsula shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of Peninsula or its Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings, to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Without limiting the generality of the forgoing, Mackinac and MergerSub will use commercially reasonable efforts to file the required applications seeking approval of the Merger with the Federal Reserve, the FDIC and the DIFS no later than 45 days from the date hereof. Each of Mackinac and Peninsula shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act this Agreement. Notwithstanding anything set forth in this Agreement, under no circumstances shall Mackinac or any other Antitrust Laws or based on any other required approvalMergerSub be required, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or Peninsula and its Affiliates Subsidiaries shall not be permitted (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company without Mackinac’s written consent in which such Stockholder or any of its Affiliates has made a debt or an equity investmentsole discretion), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Dateto take any action, Parent may provide written notice of that determination or commit to the Stockholdertake any action, and Parent may elect or agree to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) andany condition or restriction, in that contextinvolving Mackinac, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter Peninsula or the obligations under Section 2 of this Agreement their respective Subsidiaries pursuant to this Section 4.3(a) without first 6.1 or otherwise in connection with obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided foregoing actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals, that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privilegedwould have, or confidential information would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a Mackinac Material Adverse Effect in respect of the Stockholder Mackinac, or any of Peninsula and its Affiliates Subsidiaries taken as exclusive a whole, in each case measured on a scale relative to the Stockholder Peninsula and the Stockholder may provide that its Subsidiaries taken as a whole (a “Materially Burdensome Regulatory Condition”); provided that, if requested by Mackinac, then Peninsula and its Subsidiaries will take or commit to take any such sensitive, legally privilegedaction, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant agree to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheldsuch condition or restriction, delayed so long as such action, commitment, agreement, condition or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder restriction is binding on Peninsula and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by Subsidiaries only in the Stockholder and its counselevent the Closing occurs.

Regulatory Matters. (ai) Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 4.47.4, Trimble, on the Stockholder shallone hand, and shall AGCO, on the other hand, agree to take or cause to be taken the following actions: (A) as soon as practicable, and in any event, no later than ten (10) Business Days following the date of this Agreement, file the initial pre- merger notifications with respect to this Agreement and the transactions contemplated herein required under the HSR Act for Trimble and AGCO, in each case, requesting early termination of the waiting period with respect to the transactions contemplated hereby; (B) as soon as reasonably practicable, and in any event, within any applicable deadlines mandated by the jurisdictions set forth in Schedule 7.4(d)(i)(B), file any notification, pre-notification or other form necessary, as the case may be, to obtain any consents, clearances or approvals required under or in connection with any other applicable Laws including FDI Laws, including in the jurisdictions set forth in Schedule 7.4(d)(i)(B); (C) to promptly provide, and cause each of its Affiliates to promptly provide, to each Governmental Entity with jurisdiction over enforcement of any applicable Antitrust Law (a “Governmental Antitrust Entity”) non-privileged information and documents requested by any such Governmental Antitrust Entity in connection with obtaining any such consent, clearance, approval, or authorization of such Governmental Antitrust Entity that is necessary, proper or advisable to permit consummation of the transactions contemplated hereby, including promptly complying with or modifying any requests for additional information (including any second request) by any Governmental Entity; (D) with respect to Antitrust Laws, to use their reasonable best efforts to take, and to cause their each of its Affiliates toto take, use their reasonable best effortsany and all actions reasonably necessary to obtain any consents, consistent with the time frames set forth in Section 6.4 of the Merger Agreementclearances, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings approvals or notifications under, authorizations required under or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” applicable Laws and the, “Regulatory Disclosures”, respectively). If enable all waiting periods under any applicable Laws to expire or otherwise terminate and shall take all actions necessary to avoid or eliminate each and every impediment under any applicable Laws asserted by any Governmental Authority seeks Entity, in 95 each case, to prevent enable the transactions contemplated by this Agreement to occur as promptly as practicable prior to the Outside Date, including consenting to any divestiture, sale, disposition or other structural or conduct remedy in order to obtain clearance from any Governmental Entity, provided, that any such action shall be conditioned on the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority this Agreement; and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient fundsfurther, when added to the proceeds of the Equity Financingthat, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding notwithstanding anything to the contrary herein, the Stockholder may designate (i) Trimble shall not be required to take any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in action with respect of the Stockholder to Trimble or any Affiliate or business of its Affiliates as exclusive to Trimble, other than the Stockholder Company and the Stockholder may provide that any such sensitiveTransferred Subsidiaries, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder (ii) AGCO shall not make be required to take any filingsaction with respect to AGCO or any Affiliate or business of AGCO, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not file be permitted to take any Regulatory Filings that contain information actions with respect to the Stockholder or its affiliates without first providing the Stockholder Company and its counsel a reasonable opportunity to review and comment thereonSubsidiaries without the prior written consent of AGCO, and will give good faith consideration neither Trimble nor AGCO shall be required to all reasonable additions, deletions or changes suggested by take any actions with respect to the Stockholder Company and its counselSubsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries; (E) with respect to approvals or consents required under applicable FDI Laws, to use reasonable best efforts to take, or cause to be taken, all actions that are reasonably necessary, proper, or advisable to obtain any approvals or consents required under applicable FDI Laws; provided, that any such action shall be conditioned on the consummation of the transactions contemplated by this Agreement; provided, further, that, notwithstanding anything to the contrary herein, (i) Trimble shall not be required to take any action with respect to Trimble or any Affiliate or business of Trimble, other than the Company and the Transferred Subsidiaries, (ii) AGCO shall not be required to take any action with respect to AGCO or any Affiliate or business of AGCO, other than the Company and the Transferred Subsidiaries, and (iii) Trimble shall not be permitted to take any actions with respect to the Company and its Subsidiaries without the prior written consent of AGCO, and neither Trimble nor AGCO shall be required to take any actions with respect to the Company and its Subsidiaries if such actions, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the business, financial condition, or prospects of the Company and its Subsidiaries; (F) to refrain from, and to cause each of its Affiliates to refrain from, taking any actions or doing, or causing to be done, any things that would be reasonably likely to (1) prevent or materially delay receipt of any governmental approvals, (2) prevent, materially delay or materially impede the Closing, or (3) cause any Governmental Entity to object to such transactions, including by acquiring or agreeing to acquire any assets or businesses engaged in whole or in part in a line of business similar to the Business; and (G) contest, defend and appeal any Action, whether judicial or administrative, that seeks to prevent the Closing.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder Each of Parent and Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to: (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby (including the Merger and the Bank Merger), including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby; and (ii) obtain (and assist and cooperate with the other party in obtaining) any action, nonaction, permit, consent, authorization, order, clearance, waiver or approval of, or any exemption by, any Governmental Entity that is required or advisable in connection with the transactions contemplated by this Agreement (collectively, the “Regulatory Approvals”). The parties hereto shall cooperate with each other and prepare and file as promptly as practicable after the date hereof, but in any event within 45 days after the date of this Agreement, all necessary documentation, and effect all applications, notices, petitions and filings to obtain as promptly as practicable all actions, nonactions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals; provided, however, in no event shall either party be obligated to provide to the other party any confidential portions of such documentation prepared to effect any applications, notices, petitions or filings with respect to any Regulatory Approval. Each of Parent and Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder shall, The Parties hereto shall promptly cooperate with each other and shall use their reasonable best efforts to cause their Affiliates topromptly prepare and file by February 1, use their reasonable best efforts2008 or as soon as reasonably possible thereafter the Form S-1, consistent with the time frames set forth in Section 6.4 Prospectus and the Proxy Statements relating to the meetings of shareholders of the Merger Agreement, to supply Company and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement Home Bancorp and the related financings and transactions, including, without limitation, information required or requested members of the MHC to be provided held pursuant to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 5.2 of this Agreement (in which case the Stockholder’s obligations “Company Proxy Statement”, the “Home Bancorp Proxy Statement” and the “MHC Proxy Statement,” respectively) under the Equity Commitment Letter Securities Act and the Exchange Act, as applicable. Each of the Holding Company, Home Bancorp and the Company shall also automatically terminate) and, in that contextuse its reasonable best efforts to have the Form S-1 declared effective under the Securities Act, the Stockholder shall be entitled to receive the Per Share Price Home Bancorp Proxy Statement approved for mailing in definitive form under the Merger Agreement with respect Exchange Act and the MHC Proxy Statement approved or not objected to its shares of Common Stock; provided, however that Parent shall not terminate under the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds regulations of the Equity FinancingOTS as promptly as practicable after such filings and the receipt of approval, Debt Financing of the Application for Conversion by the OTS and other sources of readily available liquidity of Parent, Merger Sub, thereafter the Company and Home Bancorp shall promptly mail to their respective shareholders the Company’s Subsidiaries on Company Proxy Statement and Prospectus and Home Bancorp Proxy Statement and Prospectus, respectively, and the Closing DateMHC shall promptly mail, or in the case of the Prospectus make available, to fund its members the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder MHC Proxy Statement and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such informationProspectus. The Stockholder Holding Company also shall not make any filings, use its reasonable best efforts to obtain all necessary state securities law or notifications “blue sky” permits and approvals required to carry out the issuance of Holding Company Common Stock in connection with the Merger pursuant to and the Conversion. The Company shall furnish all information concerning the Company and the holders of the Company Common Stock as may be reasonably requested in connection with any Antitrust Laws without Parent’s prior written consent (of the foregoing actions. In the event that the Company has issued any securities, through its employee benefits plans or otherwise, in any offering which should have been registered or qualified under Federal or state securities laws which were not to be unreasonably withheldso registered or qualified, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect promptly take such action as the parties hereto mutually agree in order to eliminate, reduce or mitigate, to the Stockholder extent possible, any contingent or its affiliates without first providing other liability which the Stockholder and its counsel Company may have as a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselresult of such offering.

Regulatory Matters. (a) Subject Notwithstanding anything to Section 4.4the contrary herein or in the Second Lien Security Documents, the Stockholder shall, Agents and shall use their reasonable best efforts the Lenders hereby agree that they will not take action pursuant to cause their Affiliates to, use their reasonable best efforts, consistent the Second Lien Security Documents with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects respect to any item of Collateral associated with or related to any Communications License (i) to the extent such action is not permitted by the FCC or other Governmental Authority requesting such information or any other applicable laws, rules or regulations; or (ii) that would constitute or result in connection with filings an assignment or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, change of control of a Communications License (including, without limitation, information required an assignment or requested transfer of control (as those terms are defined by the Communications Act of 1934, as amended, or by the laws of any other Governmental Authority or in the rules and regulations of the FCC)) now held by or to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate issued to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Borrower or any of its Affiliates has made a debt Subsidiaries, or an equity investment)that otherwise would require prior notice to or approval from the FCC or other Governmental Authority, then if Parent without first providing such notice or obtaining such prior approval. The Borrower agrees to take any action which the Administrative Agent may reasonably request consistent with and subject to and in good faith reasonably determines that such actions by accordance with applicable law in order to obtain from the FCC or any other relevant Governmental Authority will not such approval as may be resolved sufficiently in advance of necessary to enable the Termination Date, Parent may provide written notice of that determination Lenders to exercise the full rights and benefits granted to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement Lenders pursuant to this Section 4.3(a) Agreement, including the use of the Borrower's commercially reasonable efforts to assist in obtaining the approval of the FCC or any other relevant Governmental Authority for any action or transaction contemplated by the Second Lien Security Documents for which such approval is required by law and specifically, without first obtaining alternative financing arrangements which provide Parent limitation, upon request at any time after the occurrence and during the continuance of an Event of Default, to prepare, sign and file with funds in an amount equal the FCC or any other relevant Governmental Authority the assignor's or transferor's and licensee's portions of any application or applications for consent to the Rollover Amountassignment or transfer of control of any Communications License that may be necessary or appropriate under the rules of the FCC or such other Governmental Authority for approval of any sale or transfer of control of the Collateral pursuant to the exercise of the Lenders' rights and remedies under the Second Lien Security Documents; provided that Borrower's failure to obtain any such alternative financing arrangements (i) provide Parent with sufficient fundsapproval shall not constitute a Default or Event of Default. The Borrower further consents, when added subject to obtaining any necessary approvals, to the proceeds assignment or transfer of control of any Communications License to operate to a receiver, trustee, or similar official or to any purchaser of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger Collateral pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheldpublic or private sale, delayed judicial sale, foreclosure, or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect exercise of other remedies available to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested Lenders as permitted by the Stockholder and its counselapplicable law.

Regulatory Matters. (a) Subject to Section 4.4, Each of HEOP and the Stockholder Company shall, and shall cause its Subsidiaries and the Company Subsidiaries, respectively, to, use their respective reasonable best efforts to (i) take, or cause to be taken, and assist and cooperate with the other party in taking, all actions necessary, proper or advisable to comply promptly with all legal requirements with respect to the transactions contemplated hereby, including obtaining any third-party consent or waiver that may be required to be obtained in connection with the transactions contemplated hereby, and, subject to the conditions set forth in Article VII, to consummate the transactions contemplated hereby (including, for purposes of this Section 6.1, actions required in order to continue any contract or agreement of the Company or the Company Subsidiaries following the Closing or to avoid any penalty or other fee under such contracts and agreements, in each case arising in connection with the transactions contemplated hereby) and (ii) obtain (and assist and cooperate with the other party in obtaining) the Regulatory Approvals required or advisable in connection with the transactions contemplated by this Agreement. The parties hereto shall EXECUTION VERSION cooperate with each other and prepare and file, as promptly as practicable after the date hereof, all necessary documentation, and effect all applications, notices, petitions and filings to obtain as promptly as practicable all actions, non-actions, permits, consents, authorizations, orders, clearances, waivers or approvals of all third parties and Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement, including the Regulatory Approvals. Without limiting the generality of the forgoing, HEOP and the Company will use commercially reasonable efforts to file the required notices and applications seeking approval of the Merger with the Federal Reserve, the FDIC and the DBO no later than thirty (30) days from the date hereof. Each of HEOP and the Company shall use their reasonable best efforts to cause their Affiliates to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to resolve any objections that may be asserted by any Governmental Authority requesting such information in connection Entity with filings respect to this Agreement or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks to prevent the consummation of the transactions contemplated by the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselAgreement.

Regulatory Matters. (a) Subject to Section 4.4, the Stockholder The parties hereto shall, and shall each cause their applicable Subsidiaries to, cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) days after the date of this Agreement, Parent and the Company shall, and shall cause their Affiliates respective Subsidiaries to, use each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals and supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant thereto. Parent and the Company shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best effortsefforts to obtain each such Requisite Regulatory Approval as promptly as reasonably practicable. The parties shall cooperate with each other in connection therewith (including the furnishing of any information and any reasonable undertaking or commitments that may be required to obtain the Requisite Regulatory Approvals). Parent and the Company shall have the right to review in advance, consistent with the time frames set forth in Section 6.4 of the Merger Agreementand, to supply the extent practicable, each will consult the other on, in each case subject to applicable Laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and provide information thatany of their respective Subsidiaries, to such Stockholder’s knowledgewhich appears in any filing made with, is complete and accurate in all material respects to or written materials submitted to, any third party or any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Merger (collectivelyparties hereto shall act reasonably and as promptly as practicable. Each party will provide the other with copies of any applications and all correspondence relating thereto prior to filing, other than any portions of material filed in connection therewith that contain competitively sensitive business or other proprietary information or confidential supervisory information filed under a claim of confidentiality. The parties hereto agree that they will consult with each other with respect to the “Regulatory Filings” obtaining of all permits, consents, approvals and the, “Regulatory Disclosures”, respectively). If any authorizations of all third parties and Governmental Authority seeks Entities necessary or advisable to prevent consummate the consummation transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by hereby. Each party shall consult with the Merger Agreement based on the HSR Act or any other Antitrust Laws or based on any other required approval, consent, notice or filing with a Governmental Authority and such actions by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement any meeting or conference with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Entity in connection with the Merger pursuant transactions contemplated by this Agreement, and to the extent permitted by such Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences, except to the extent such meetings and conferences relate to competitively sensitive business or other proprietary information or confidential supervisory information. The parties may, as they deem advisable and necessary, designate any competitively sensitive business or other proprietary or confidential information provided to the other under this Section 7.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient party and will not be disclosed by such outside counsel to employees, officers, or directors of the receiving party unless express permission is obtained in advance from the source of the materials (the Company or Parent, as the case may be) or its legal counsel. The parties acknowledge and agree that no provision of this Section 7.1 shall be deemed to require any party to provide confidential supervisory information to any Antitrust Laws without Parent’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Parent or the Company shall not file any Regulatory Filings that contain information with respect to the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselother party.

Regulatory Matters. (a) Subject to Section 4.4the terms and conditions of this Agreement, the Stockholder shall, Parent and Buyer shall use their respective reasonable best efforts efforts, and Seller shall cause each of the Companies and the Companies' respective Subsidiaries to cause their Affiliates to, use their reasonable best efforts, consistent with to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and Applicable Laws and regulations to consummate the time frames set forth in Section 6.4 transactions contemplated by this Agreement as soon as practicable after the date hereof, including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all consents, waivers, licenses, orders, registrations, approvals, Permits, rulings, authorizations, clearances, and expirations or terminations of the Merger Agreement, waiting periods necessary or advisable to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to be obtained from any third party and/or any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, order to consummate the Merger transactions contemplated by this Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought in connection with the consummation of the Merger (collectively, the “Regulatory Filings” Required Approvals”), and the(ii) promptly taking all actions as may be necessary to obtain all such Required Approvals; provided that, “Regulatory Disclosures”notwithstanding anything in this Agreement to the contrary, respectively)nothing contained herein shall be deemed to require any party hereto to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the Required Approvals, that would reasonably be expected to have a Company Material Adverse Effect. If any Governmental Authority seeks In furtherance and not in limitation of the foregoing, and to prevent the consummation extent such action has not been previously taken prior to the date hereof, each such party hereto agrees (A) to make an appropriate and complete filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by hereby within ten (10) Business Days of the Merger Agreement based on date of this Agreement, (B) to make all other required filings pursuant to other Applicable Laws with respect to the transactions contemplated hereby as promptly as practicable and (C) not to extend any waiting period under the HSR Act or any other Antitrust Laws Regulatory Law, or based on enter into any agreement with the FTC, the DOJ or any other required approval, consent, notice or filing with a Governmental Authority and such actions not to consummate the transactions contemplated by the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4Agreement, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications in connection except with the Merger pursuant to any Antitrust Laws without Parent’s prior written consent of the other parties hereto (which shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). Parent and Buyer shall, and Seller shall cause each of the Companies and the Companies' respective Subsidiaries to, supply as promptly as practicable any additional information or the Company shall not file any Regulatory Filings documentary material that contain information with respect may be requested pursuant to the Stockholder HSR Act or any other Applicable Law and use its affiliates without first providing best efforts to take all other actions necessary, proper or advisable to cause the Stockholder expiration or termination of the applicable waiting periods under the HSR Act and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counselany other Applicable Law as soon as possible.

Regulatory Matters. (a) Subject Parent and the Company shall promptly prepare and file with the SEC the Proxy Statement and Parent shall promptly prepare and file with the SEC the S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts to Section 4.4, have the Stockholder shallS-4 declared effective under the Securities Act as promptly as practicable after such filing, and the Company shall thereafter mail the Proxy Statement to its stockholders. Parent shall also use its reasonable best efforts to obtain all necessary state securities law or "Blue Sky" permits and approvals required to carry out the transactions contemplated by this Agreement. (b) The parties hereto shall cooperate with each other and use their reasonable best efforts to cause promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). The Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in each case subject to applicable laws relating to the exchange of information, all the information relating to the Company or Parent, as the case may be, and any of their Affiliates respective Subsidiaries, which appears in any filing made with, or written materials submitted to, use their reasonable best efforts, consistent with the time frames set forth in Section 6.4 of the Merger Agreement, to supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any third party or any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable laws that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including, without limitation, information required or requested to be provided to any antitrust, financial or national security regulatory authorities in connection with any approvals reasonably sought Entity in connection with the consummation transactions contemplated by this Agreement. In exercising the foregoing right, each of the Merger (collectivelyparties hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the “Regulatory Filings” transactions contemplated by this Agreement and the, “Regulatory Disclosures”, respectively). If any Governmental Authority seeks each party will keep the other apprised of the status of matters relating to prevent the consummation completion of the transactions contemplated by herein. (c) Parent and the Merger Agreement based on Company shall, upon request, furnish each other with all information concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the HSR Act Proxy Statement, the S-4 or any other Antitrust Laws or based on any other required approvalstatement, consentfiling, notice or filing with a Governmental Authority and such actions application made by or on behalf of Parent, the Governmental Authority relate to the activities or investments of such Stockholder or its Affiliates (solely for purposes of this Section 4, an “Affiliate” of the Stockholder shall include any portfolio company in which such Stockholder Company or any of its Affiliates has made a debt or an equity investment), then if Parent in good faith reasonably determines that such actions by the their respective Subsidiaries to any Governmental Authority will not be resolved sufficiently in advance of the Termination Date, Parent may provide written notice of that determination to the Stockholder, and Parent may elect to terminate the obligations under Section 2 and Section 4.6 of this Agreement (in which case the Stockholder’s obligations under the Equity Commitment Letter shall also automatically terminate) and, in that context, the Stockholder shall be entitled to receive the Per Share Price under the Merger Agreement with respect to its shares of Common Stock; provided, however that Parent shall not terminate the Equity Commitment Letter or the obligations under Section 2 of this Agreement pursuant to this Section 4.3(a) without first obtaining alternative financing arrangements which provide Parent with funds in an amount equal to the Rollover Amount; provided that such alternative financing arrangements (i) provide Parent with sufficient funds, when added to the proceeds of the Equity Financing, Debt Financing and other sources of readily available liquidity of Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, to fund the Required Amount and (ii) do not impose new or additional conditions to the receipt of such financing relative to the Commitment Letters that could impair or delay the Closing. Parent shall promptly provide the Company with a copy of any definitive commitment letter or other documentation providing for such alternative financing arrangement. Notwithstanding anything to the contrary herein, the Stockholder may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholder or any of its Affiliates as exclusive to the Stockholder and the Stockholder may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. The Stockholder shall not make any filings, or notifications Entity in connection with the Merger pursuant to any Antitrust Laws without Parent’s prior and the other transactions contemplated by this Agreement. (d) Parent and the Company shall promptly furnish each other with copies of written consent (not to be unreasonably withheld, delayed or conditioned). communications received by Parent or the Company shall not file Company, as the case may be, or any Regulatory Filings that contain information with of their respective Subsidiaries, Affiliates or Associates (as such terms are defined in Rule 12b-2 under the Exchange Act as in effect on the date of this Agreement) from, or delivered by any of the foregoing to, any Governmental Entity in respect to of the Stockholder or its affiliates without first providing the Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by the Stockholder and its counsel.transactions contemplated hereby. 7.2