Common use of Regulatory Matters Clause in Contracts

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Subject to the terms and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date conditions of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall each party will use its reasonable best efforts to have take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Registration Statement declared effective under the Securities Act transactions contemplated by this Agreement, including preparing and filing as promptly as practicable after such filing all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, permits or orders from all third parties and Governmental Entities, including all amendments to keep the Registration Statement effective as long as materials previously filed that are necessary to consummate reflect changes in this Agreement from the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionInitial Agreement. (b) Each of FSIC Buyers and CCT shall cooperate with the other in the preparation of the Registration Statement and shall Seller shall, upon request, furnish to the other all information reasonably requested concerning itself (or in the case of Seller, the Companies), its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICBuyers, CCT Seller, the Companies, or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (c) Subject In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof (and in any event within 5 business days) and to make, or cause to be made, the filings and authorizations, if any, required under any other Regulatory Laws as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.7 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act or any other Regulatory Laws as soon as practicable. In furtherance and not in limitation of the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act. (d) Each of Buyers, on the one hand, and Seller and the Companies, on the other hand, shall, in connection with the efforts referenced in Section 5.7(c) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Lawlegal limitations and the instructions of any Governmental Entity, keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, permit the other party to review in advance any communication (provided that the parties may redact references to the value of this transaction or alternatives to this transaction) to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (e) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(c) and 5.7(d), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of FSIC Buyers, on the one hand, and CCT Seller and the Companies, on the other hand, shall use their reasonable best efforts to (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the End Date), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided that neither the Companies nor any of their Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Companies or any of their Affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Companies only in the event that the Closing occurs. Notwithstanding anything to the contrary in this Section 5.7 or elsewhere in this Agreement, Buyers shall not be required to agree to or accept (but in their discretion may agree to or accept), and Seller shall not, and shall not permit the Companies, without the prior written consent of Buyers, to, agree to or accept, unless requested to do so by Buyers (subject to the proviso to the immediately preceding sentence) any condition sought by any Governmental Entity or other person in connection with any consent or approval required to complete or otherwise in connection with the transactions contemplated by this Agreement that (A) seeks to prohibit or limit in any material respect the ownership or operation by the Companies, their Subsidiaries, either Buyer or any of their Affiliates of the business or assets of any of them, or to compel the Companies or either Buyer or any of their Affiliates to dispose of or hold separate any significant portion of their business or assets as a result of the transactions contemplated hereby, (B) seeks to impose limitations on the ability of either Buyer to acquire, hold, or exercise full rights of direct or indirect ownership of the Companies or any of their Subsidiaries, including the right to vote the capital stock of the Companies on all matters properly presented to the shareholders of the Companies and the rights to declare or pay dividends on any capital stock of the Companies or any of their Subsidiaries, (C) seeks to prohibit either Buyer or any of its Subsidiaries from effectively controlling in any material respect the business or operations of such Buyer, the Companies or any of their respective Subsidiaries and their Affiliates, (D) would individually or in the aggregate reasonably be expected to significantly and adversely affect the benefits, taken as a whole, that either Buyer reasonably expects to derive from the consummation of the transactions contemplated by this Agreement or (E) would individually or in the aggregate reasonably be expected to significantly and adversely affect the business, financial condition or results of operations of the Companies and their Subsidiaries, taken as a whole. (f) Subject to Section 5.7(e), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transactions contemplated by this Agreement, or any other agreement contemplated hereby, Seller and Buyers each shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (g) Each of Buyers and Seller and the Companies shall promptly advise the other upon receiving any communication from any Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed. (h) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(a), (d), (e) or conditioned(f), with respect to the consents, waivers, approvals, authorizations and permits sought to be obtained from third parties (other than from Governmental Entities) (“Third Party Consents”), the costs paid to any third party with respect to Third Party Consents shall be borne 50% by Seller and 50% by Buyers. To the extent that a party seeking a Third Party Consent is unable to obtain such Third Party Consent for anything necessary, proper or advisable to consummate the transactions contemplated by this Agreement, such party shall obtain acceptable alternative arrangements, with the other party’s participation, cooperation and approval; provided, that the costs paid to any third party with respect to obtaining any acceptable alternative arrangement shall be borne 50% by Seller and 50% by Buyers; provided further, that this obligation shall survive Closing. (i) As used in this Agreement, the term “Regulatory Laws” means any Law enacted by any Governmental Entity relating to antitrust matters, insurance, or regulating competition.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly Cascade shall promptly prepare and file with the SEC the Registration StatementS-4, in which the Joint Proxy Statement will be included. Each of FSIC Cascade and CCT Home shall use its commercially reasonable best efforts 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 its commercially reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT Upon the S-4 being declared effective, Home and FSIC Cascade shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC Cascade shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Home shall use reasonable best efforts to furnish all information concerning CCT Home and the holders of CCT Home Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Home or Cascade, or any of 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 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 that 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 extent required by applicable law, disseminated to Home’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Cascade shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide Home with copies of FSIC any such filings. Cascade shall advise Home, promptly after receipt of notice thereof, of (and CCT provide copies of any notices or communications with respect to) the time of the effectiveness of the S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Cascade Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Joint Proxy Statement or the S-4, comments thereon from the SEC’s staff and each party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Joint Proxy Statement or the S-4 shall be filed without the approval of each of Home and Cascade, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Cascade and Home shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Home (in the case of Cascade) or Cascade (in the case of Home) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under the HSR Act or other antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Regulatory Agencies or other Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under the HSR Act or other antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Regulatory Agency or other Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to 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, Regulatory Agencies and other 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 terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In furtherance (but not in limitation) of the foregoing, Cascade shall, and shall cause Cascade Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board, the Idaho Department, the Oregon Division and the FDIC within forty-five (45) days after the date hereof. Home and Cascade 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 confidentiality of information, all the information relating to Home or Cascade, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies, and other 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. (d) Each of Cascade and Home shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICCascade, CCT Home or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC Cascade and CCT Home shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party Party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.2(e)).

Regulatory Matters. (a) FSIC HRZN and CCT MRCC shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT HRZN shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT MRCC and FSIC HRZN shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC HRZN 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, if any, and CCT MRCC shall use reasonable best efforts to furnish all information concerning CCT MRCC and the holders of CCT MRCC Common Stock as may be reasonably requested by FSIC HRZN in connection with any such action. (b) Each of FSIC HRZN and CCT MRCC shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICHRZN, CCT MRCC or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC HRZN and CCT MRCC shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Cipher shall be responsible for (i)matters relating to the maintenance of the Regulatory Approvals for the Product, including compliance with all Regulatory Requirements and CCT shall as promptly as practicableotherwise keeping the Product NDA in force, but in no case later than five and (5ii) Business Days after the date of this Agreement, jointly prepare and file all communications with the SEC Regulatory Authorities associated with the Registration StatementProduct NDA including all ADE reporting and periodic safety update reporting (“PSUR”). Each of FSIC and CCT Distributor shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain responsible for providing on a timely basis all necessary state securities Law or “blue sky” permits documentation needed for all regulatory filings relating to the Marketing of the Product in the Territory with the Regulatory Authority, including all pharmacovigilance data needed for PSUR. Notwithstanding the foregoing, Distributor will be responsible for pharmacovigilance spontaneous reporting to the Regulatory Authority with a copy to Cipher and approvals required Distributor will provide information necessary for submission by Cipher to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionRegulatory Authorities. (b) Each of FSIC and CCT Distributor shall cooperate with the other he responsible for all remaining pharmacovigilance activities in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested Territory, including receiving, monitoring, responding promptly to, tracking, or as may otherwise be reasonably necessary required by applicable Law and Regulatory Authority, all Product-related inquiries, Product quality complaints, and ADE reports received by Distributor, its Affiliates or advisable in connection with SubDistributors or by Cipher (and which Cipher shall have forwarded to Distributor) from individuals and/or health care professionals from within the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementTerritory. (c) Subject All communications by either Party with the Regulatory Authority in each jurisdiction in the Territory relating to applicable Law, each of FSIC and CCT the Product as Marketed in the Territory shall promptly advise on a timely basis be provided in writing to the other upon receiving Party, and each Party shall provide on a timely basis to the other Party (i) copies of all documents sent to or received from the Regulatory Authority regarding the Product and the NDA and (ii) notice of any communication from any Governmental Entity, proposed calls or meetings with a Regulatory Authority relating to the consent Product or approval NDA. Cipher shall provide an opportunity to discuss with Distributor topics relevant to such calls and meetings and consider in good faith Distributor’s interest with regard to such matters. (d) [***] shall be responsible for Prescription Drug User Fees for the Product (excluding establishment fees) associated with the maintenance of which is required for consummation Regulatory Approval of the TransactionsProduct during the Term, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that commencing with the receipt of 2011 fiscal year (October 1st 2010 through September 30, 2011) and, if applicable, shall reimburse [***] for any such approval Prescription Drug User Fees for the Product paid by [***] with respect to any fiscal year within [***] days of receiving an invoice from [***]. Notwithstanding the foregoing, provided the [***] is made to [***] by no later than June 30, 2011, [***] may postpone reimbursement of the Prescription Drug User Fees for the 2011 fiscal year until the earlier of thirty (30) after the First Commercial Sale, or September 30, 2011. [***] shall be materially delayed responsible for Prescription Drug User Fees for the Product, if any, for fiscal years prior to the 2011 fiscal year. [***] shall also be solely responsible for establishment fees related to the manufacture of the Product to the extent it is responsible for manufacturing the Product. (e) Distributor shall be responsible for all matters relating to the Other Approvals for the Product including filing the Product with, maintaining the Product on and dealing with, any federal, state, or conditionedprivate formularies. Distributor will apply for and will hold the Other Approvals in Distributor’s name at all times for the benefit of Cipher. Distributor shall be responsible for all regulatory filings relating to the Product with the Other Authorities.

Regulatory Matters. (a) FSIC TD Banknorth agrees to prepare a registration statement on Form S-4 or other applicable form (as may be amended, the “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 CCT shall the joint proxy statement and other proxy solicitation materials of H▇▇▇▇▇ United and TD Banknorth constituting a part thereof (as may be amended, the “Proxy Statement/Prospectus”) and all related documents). Provided that H▇▇▇▇▇ 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, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC H▇▇▇▇▇ United and CCT shall TD Banknorth agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. TD Banknorth also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactionstransactions contemplated by this Agreement. After the Registration Statement is declared effective under the Securities Act, if anyH▇▇▇▇▇ United and TD Banknorth shall promptly mail the Proxy Statement/Prospectus to their respective shareholders. If at any time prior to the Effective Time any information relating to H▇▇▇▇▇ United, TD Banknorth or their respective affiliates, officers or directors, should be discovered by H▇▇▇▇▇ 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 information shall promptly notify the other Parties 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 CCT shall use reasonable best efforts disseminated to furnish all information concerning CCT the shareholders of H▇▇▇▇▇ United and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionTD Banknorth. (b) Each of FSIC H▇▇▇▇▇ United and CCT TD Banknorth shall 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, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and other third parties 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. Notwithstanding the foregoing, nothing contained herein shall be deemed to require TD Banknorth to take any action, or commit to take any action, or agree to any conditions or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Entities or other third parties that would reasonably be expected to result in the imposition of a condition or restriction of the type referred to in Section 8.2(c). (c) H▇▇▇▇▇ United and TD Banknorth shall promptly inform each other of any material communication from, and shall give the other a reasonable opportunity to review in the preparation advance any material communication intended to be given by it to, any Governmental Entity regarding any of the Registration Statement and shall furnish transactions contemplated by this Agreement (other than any confidential portion thereof that relates solely to the party receiving such communication from or providing such communication to such Governmental Entity). (d) Each of H▇▇▇▇▇ United and TD Banknorth shall, upon request, furnish the other with all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Registration Statement Statement, the Proxy Statement/Prospectus or any other filing statement, filing, notice or application to be made by or on behalf of FSIC, CCT any Party or any of their respective Consolidated its Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactionstransactions contemplated by this Agreement. Prior H▇▇▇▇▇ United further agrees to the Effective Timecooperate with TD Banknorth and TD Banknorth’s counsel and accountants in requesting and obtaining appropriate opinions, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described consents and letters from its financial advisor and independent registered public accounting firm in an amendment to connection with the Registration Statement or in a supplement to Statement, the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus other such statement, filing, notice or the Registration Statementapplication. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. In the event that Celgene determines that any regulatory filings for any Licensed Antibodies and/or Licensed Products are required for any activities hereunder, including INDs, ▇▇▇▇ and other Regulatory Approvals (aas applicable), then Celgene (or its designee) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under sole right, in its discretion, to seek to obtain and maintain such regulatory filings (in its or its designee’s name). In addition, Celgene (or its designee) shall have the Securities Act sole right to communicate and otherwise interact with Regulatory Authorities with respect to the Licensed Antibodies and/or Licensed Products, including with respect to any Regulatory Materials in connection therewith. Prothena (and its Affiliates) shall have no right to, and shall not, make any regulatory filings related to any Licensed Antibodies and/or Licensed Products or otherwise interact with any Regulatory Authorities with respect to the Licensed Antibodies and/or Licensed Products; provided that, as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be extent reasonably requested by FSIC Celgene in writing, Prothena shall interact with Regulatory Authorities in connection with Licensed Antibodies and/or Licensed Products with respect to matters related to the Licensed Program activities conducted by or on behalf of Prothena under the Master Collaboration Agreement or with respect to any Prothena Ongoing Program Activities. Notwithstanding the foregoing, until such time as a given Existing Regulatory Material is assigned and transferred to Celgene in accordance with Section 2.2.1 or 2.2.2 (as applicable), Prothena shall be responsible for all communications and interactions with Regulatory Authorities with respect to such Existing Regulatory Material; provided that, in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish activities by Prothena, Prothena shall, to the other all information extent reasonably requested as may be reasonably necessary by Celgene, consult and coordinate with Celgene with respect thereto (including allowing Celgene to attend or advisable participate in any meetings or other interactions with Regulatory Authorities to the extent such attendance is not prohibited or limited by such Regulatory Authority) and Prothena shall accommodate and comply with any reasonable requests made by Celgene in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries therewith (including that Prothena shall submit to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware Celgene a copy of any event or circumstance that is required proposed filings and correspondence with any Regulatory Authority for Celgene’s review and approval prior to be described submission thereof). At the request of Celgene, Prothena shall reasonably assist Celgene in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus communications and (ii) after the receipt by it of any comments of the SEC filings with Regulatory Authorities with respect to the Joint Proxy Statement/Prospectus or the Registration StatementLicensed Antibodies and/or Licensed Products. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT shall file, as promptly soon as practicable, practicable (but in no case later than any case, within forty-five (545) Business Days after calendar days of the date of this Agreement), jointly prepare and file the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of HBI and FNB constituting a part thereof and all related documents. HBI shall prepare and furnish to FNB such information relating to it and its Subsidiaries, directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents. HBI and its legal, financial and accounting advisors shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, conditioned or delayed, such Registration Statement prior to its filing. HBI agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. Each of FSIC HBI and CCT shall FNB agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if anyHBI shall promptly mail the Proxy Statement to its shareholders, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC expenses in connection therewith shall be borne in accordance with any such actionSection 9.3(a). (b) Each of FSIC HBI and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of HBI and FNB agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate at the dates of mailing to HBI’s shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. Each of HBI and FNB further agrees that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by Law, disseminated to the shareholders of HBI. (c) FNB agrees to advise HBI, promptly after FNB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective reasonable best efforts to promptly (but in any case, within forty-five (45) calendar days of the date of this Agreement) 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, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger and the Bank Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. HBI and FNB 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 HBI or FNB, 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, Regulatory Agency 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. In furtherance and not in limitation of the foregoing, each of FNB and HBI shall use their respective reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB or HBI 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 and authorizations of Regulatory Agencies or Governmental Entities that would reasonably be likely to have a Material Adverse Effect on the Surviving Company after giving effect to the Merger, after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, HBI agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of HBI and FNB following consummation of the Merger. (e) Each of FNB and HBI shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT HBI or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and HBI shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactionstransactions this Agreement contemplates. (g) HBI and FNB shall consult with each other before issuing any press release with respect to the Merger or this Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that causes a party may, without the prior consent of the other party, but after such party consultation, to believe that there is a reasonable likelihood that any Regulatory Approval will not the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be obtained required by Law or that the receipt rules or regulations of any such approval may the SEC, the Federal Reserve Board, the FDIC, the OCC, the MDOFR or the NYSE. In addition, the Chief Executive Officers of HBI and FNB shall be materially delayed or conditionedpermitted to respond to appropriate questions about the Merger from the press. HBI and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after As of the date of this Agreement, jointly prepare the shipment of crude petroleum and file with refined petroleum products on the SEC Short Haul Pipelines are not subject to regulation by the Registration Statement. Each State of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionUtah. (b) Each of FSIC and CCT shall cooperate TLO has filed a request with the other in FERC for a determination that the preparation Short Haul Pipelines are not subject to FERC jurisdiction. In the event the shipment of crude petroleum or refined petroleum products on the Registration Statement and Short Haul Pipelines are determined by the FERC to be subject to FERC regulation, TLO shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection file with the Registration Statement FERC and diligently pursue a request for exemption from FERC filing and reporting requirements for the Short Haul Pipelines. TRMC agrees that it will not, during the Term, challenge or assist others in challenging TLO’s requested exemption from FERC regulation. If the FERC confirms that the Short Haul Pipelines are not subject to regulation, then TLO shall not take any other filing or application made further actions that would require any Segment to subsequently become subject to regulation by or on behalf of FSICthe FERC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is except as required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementApplicable Law. (c) Subject In the event that the FERC asserts jurisdiction over the shipment of crude petroleum or refined petroleum products on the Short Haul Pipelines, the Parties agree to applicable Lawnegotiate in good faith to adjust the terms of this Agreement and the Transportation Fee to conform to FERC requirements and to preserve, to the extent possible, each of FSIC and CCT shall promptly advise Party’s economic benefits under this Agreement. The Parties further agree that in the other upon receiving any communication from any Governmental Entity, the consent or approval of which event TLO is required for consummation to file a tariff with the FERC with respect to any of the TransactionsShort Haul Pipelines, that causes such party TLO will first obtain the agreement of TRMC to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt rates, terms and conditions of any such approval may tariff, consistent with FERC ratemaking principles, which shall not cause TRMC’s aggregate fees for shipping the minimum throughput commitment to exceed the amount payable for such shipments under the terms stated herein. (d) The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affect the crude petroleum or refined petroleum products to be throughput hereunder, or any receipt, throughput delivery, transportation, handling or storage of crude petroleum or petroleum products hereunder or the ownership, operation or condition of the Storage Facility. Each Party shall fully comply with all Applicable Law associated with such Party’s respective performance hereunder and the maintenance and operation of such Party’s facilities. In the event any action or obligation imposed upon a Party under this Agreement shall at any time be in conflict with any requirement of Applicable Law, then this Agreement, shall immediately be modified to conform the action or obligation so adversely affected to the requirements Applicable Law, and all other provisions of this Agreement shall remain effective. (e) If during the Term, any new Applicable Law becomes effective or any existing Applicable Law are or its interpretations is materially delayed or conditionedchanged, which change is not addressed by another provision of this Agreement and has a material adverse economic impact upon a Party either Party, acting in good faith, shall have the option to request renegotiation of the relevant provisions of this Agreement with respect to future performance. The Parties shall then meet and negotiate in good faith amendments to this Agreement that will conform this Agreement to the new Applicable Law while preserving the Parties’ economic, operational, commercial and competitive arrangements in accordance with the understandings set forth herein.

Regulatory Matters. (a) FSIC TCPC and CCT BCIC shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT TCPC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the MergersMerger. CCT BCIC and FSIC TCPC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC effectiveness and shall also use its their respective reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT . BCIC shall use reasonable best efforts to furnish all information concerning CCT BCIC and the holders of CCT BCIC Common Stock as may be reasonably requested by FSIC TCPC in connection with any such actionactions. (b) Each of FSIC TCPC and CCT BCIC shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICTCPC, CCT BCIC or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC TCPC and CCT BCIC shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Preparing and CCT Filing Regulatory Materials during Clinical Development. During the clinical development of the Combination Therapy in accordance with this Agreement and the Development Plan, Affimed shall as promptly as practicablebe solely responsible for preparing and filing all Regulatory Materials for the Combination Therapy at its sole cost. During the clinical development, but in no case later than five Affimed shall (5i) Business Days after be the date holder of this Agreement, jointly prepare all Regulatory Materials for the Combination Therapy and file (ii) have primary operational responsibility for interactions with the SEC applicable Regulatory Authorities in the Registration StatementTerritory with respect to the Combination Therapy. Each Upon Affimed’s request, Artiva shall at its own cost provide reasonable support with respect to preparation of FSIC Regulatory Materials for the Combination Therapy, including by providing any data and CCT information pertaining to the Artiva Product necessary for such filings (provided that Artiva may redact proprietary CMC, manufacturing process development information or any other information that Artiva reasonably determines to be competitively sensitive; provided further that if required by the applicable Regulatory Authority and upon Affimed’s request, ▇▇▇▇▇▇ shall use its reasonable best efforts provide unredacted data and information directly to the Regulatory Authorities). Affimed shall provide Artiva with copies of proposed Regulatory Materials with respect to the Combination Therapy (except to the extent solely relating to the Affimed Product) reasonably prior to submission to the applicable Regulatory Authority, and Artiva shall have the Registration Statement declared effective under right to review and comment on such Regulatory Materials. [***]. Affimed shall promptly notify Artiva of all Regulatory Materials that Affimed submits for the Securities Act as Combination Therapy and shall promptly as practicable after provide Artiva with a copy of such filing and Regulatory Materials (except to keep the Registration Statement effective as long as necessary extent solely relating to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Affimed Product) submitted to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionrelevant Regulatory Authorities. (b) Each of FSIC and CCT Interactions with Regulatory Authorities. Affimed shall cooperate be responsible for engaging, interfacing, corresponding or meeting with the other any Regulatory Authority regarding Combination Therapy in the preparation Territory. Affimed shall notify Artiva of any scheduled meeting or conference with any Regulatory Authority that relates to the Registration Statement Combination Therapy reasonably in advance of such meeting and shall furnish provide Artiva with any material documentation prepared for such meeting or conference prior to such meeting or conference (except to the other all information reasonably requested as may be reasonably necessary extent solely relating to the Affimed Product). In addition, Affimed shall promptly notify Artiva of any Regulatory Authority meetings or advisable in connection with the Registration Statement inspections, or any other filing events potentially impacting regulatory status of the Combination Therapy Trial or application made by or on behalf the Artiva Product promptly after Affimed becomes aware of FSICsuch. Artiva shall have the right (but not the obligation) to have a reasonable number of its personnel attend and participate in any such meetings, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers conferences and the other Transactions. Prior inspections, to the Effective Time, each party hereto extent permitted by Applicable Laws and to the extent they do not solely relate to the Affimed Product. Affimed shall promptly notify the other party (i) upon becoming aware without undue delay provide Artiva with copies of all correspondence to or from, and minutes of material meetings (including, for clarity, telephone conferences) with, any event or circumstance that is required Regulatory Authority relating to be described in an amendment to Development of the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and Combination Therapy, (ii) after the receipt by it of allow Artiva to review and provide comments on any correspondence to Regulatory Authority prior to submission, and (iii) consider ▇▇▇▇▇▇’s comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementsuch correspondence in good faith. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC The Acquiror and CCT the Company shall as promptly as practicable, but practicable following the date of this Agreement (and in any event no case later than forty-five (545) Business Days after calendar days following the date of this Agreement, ) jointly prepare and file (or cause to be filed) with the SEC the Joint Proxy Statement/Prospectus relating to the Company Stockholders Meeting and the Acquiror Stockholders Meeting and the Registration Statement, each of which shall comply as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules of the SEC and NASDAQ. Each of FSIC and CCT The Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act and applicable state Law as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT The Company and FSIC the Acquiror shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be cleared by the SEC as promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use as practicable after its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionfiling. (b) Each of FSIC the Acquiror and CCT the Company shall cooperate with the other in the preparation and filing of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the preparation and filing of the Registration Statement and/or the Joint Proxy Statement/Prospectus and any amendments or supplements thereto or any other filing or application made by or on behalf of FSICthe Acquiror, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers ▇▇▇▇▇▇ and the other Transactions. Prior to the Effective Time, each party hereto shall promptly (i) notify the other party (iX) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (iiY) after the receipt by it of any comments of the SEC (or the staff of the SEC) with respect to the Joint Proxy Statement/Prospectus or the Registration Statement or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Registration Statement and/or the Joint Proxy Statement/Prospectus and (ii) provide the other party with copies of all written correspondence and/or notice of oral communications between it and the SEC (or the staff of the SEC). Each of the Acquiror and the Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC (or the staff of the SEC) with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Prior to filing the Registration Statement or the Joint Proxy Statement/Prospectus or responding to any comments of the SEC with respect thereto, each of the Company and the Acquiror shall provide the other party and its counsel a reasonable opportunity to review such document or response (including the proposed final version of such document or response) and consider in good faith the comments of the other party in connection with any such document or response. None of the Company, the Acquiror or their respective Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC, or any member of the staff thereof, in respect of the Registration Statement or the Joint Proxy Statement/Prospectus unless it takes commercially reasonable measures to consult with the other party in advance, provided that the foregoing shall not prohibit any Person from communicating with the SEC in any telephone call made to such Person by a member of the staff of the SEC of which such Person had not been expressly informed by a member of the staff of the SEC would be forthcoming reasonably prior to such call. The Acquiror shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, and the issuance of any stop order relating thereto or the suspension of the qualification of shares thereunder for offering or sale in any jurisdiction, and each of the Company and the Acquiror shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Company and the Acquiror shall use its reasonable best efforts to take any other action required to be taken by it under the Securities Act, the Exchange Act, the laws of the State of Delaware or the State of Maryland (as applicable) and the rules of NASDAQ in connection with the filing and distribution of the Joint Proxy Statement/Prospectus and the Registration Statement, and the solicitation of proxies from the stockholders of the Company and the Acquiror thereunder. (d) If either the Acquiror or the Company determines that it is required to file any document other than the Registration Statement with the SEC in connection with the Mergers pursuant to applicable Law, then each of the Acquiror and the Company shall jointly use their reasonable best efforts to promptly prepare and file such filing with the SEC, which shall comply as to form in all material respects with the applicable requirements of the Securities Act and the rules of the SEC and NASDAQ. (e) Subject to applicable Law, each of FSIC the Acquiror and CCT the Company shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. Without limiting the generality of the undertakings pursuant to this Section 6.5, the parties hereto shall (ai) FSIC and CCT shall provide or cause to be provided as promptly as practicablereasonably practicable to Governmental Entities with jurisdiction over any Antitrust Laws information and documents requested by any Governmental Entity as necessary, but in no case later than five (5) Business Days after proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this AgreementAgreement (provided that in the case of the filing under the HSR Act, jointly prepare such filing shall be made on or prior to the tenth (10th) business day following the date of this Agreement (unless otherwise agreed to in writing by the parties hereto)) and file thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws, and (ii) subject to the terms set forth in Section 6.5(e) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods. Neither Parent nor the Company 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 SEC HSR Act or other applicable Antitrust Laws, without the Registration Statementprior written consent of the other party (such consent not to be unreasonably withheld or delayed). Each of FSIC the parties hereto will (i) use its reasonable best efforts to contest on the merits, through litigation in United States District Court (or state court, if applicable) or other applicable courts or through administrative or other procedures, any objections or opposition raised by any Governmental Entity or other Person in respect of the transactions contemplated by this Agreement, (ii) use its reasonable best efforts to defend on appeal any favorable Order on the merits in United States District Court (or state court, if applicable) or in other applicable courts or through administrative or other and CCT shall (iii) use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed overturned or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested reversed on appeal any Orders issued by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement a United States District Court or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with prohibiting the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedtransactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC Parent and CCT Susquehanna shall as promptly as practicableprepare and file with the SEC, but in no case later than five (5) Business Days 30 days after of the date of this Agreement, jointly the Proxy Statement and Parent shall promptly prepare and file with the SEC the Registration StatementS-4, in which the Proxy Statement will be included as a prospectus. Each of FSIC Parent and CCT Susquehanna shall use its reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and Susquehanna shall thereafter mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the Mergersits shareholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC Parent shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Susquehanna shall use reasonable best efforts to furnish all information concerning CCT Susquehanna and the holders of CCT Susquehanna Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall 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 the Bank 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) business days after the date of this Agreement, Parent and Susquehanna shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. Parent and Susquehanna shall each use, and shall each cause their applicable Subsidiaries to use, reasonable best efforts 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 Susquehanna 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 Susquehanna or Parent, 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 transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties 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 filed under a claim of confidentiality. 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 transactions contemplated herein. Each party shall consult with the other in advance of any meeting or conference with any Governmental Entity in connection with the preparation 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. (c) In furtherance and not in limitation of the Registration Statement foregoing, each of Parent and Susquehanna shall furnish use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Parent, Susquehanna and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or Susquehanna to take, or agree to take, any actions specified in this Section 6.1 that would reasonably be likely to have a material and adverse effect on Parent and its Subsidiaries, taken as a whole, giving effect to the Merger (measured on a scale relative to Susquehanna and its Subsidiaries, taken as a whole) (a “Materially Burdensome Regulatory Condition”). (d) Parent and Susquehanna shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT Susquehanna or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactionstransactions contemplated by this Agreement. Prior Each of Parent and Susquehanna agrees, as to itself and its Subsidiaries, that none of the Effective Time, each party hereto shall promptly notify the other party information supplied or to be supplied by it for inclusion or incorporation by reference in (i) upon becoming aware the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any event or circumstance that is material fact required to be described stated therein or necessary to make the statements therein not misleading and (ii) the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to shareholders and at the time of Susquehanna’s meeting of its shareholders to consider and vote upon approval of this Agreement, 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 an amendment to the light of the circumstances under which such statement was made, not misleading. Each of Parent and Susquehanna further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Registration Statement or in a supplement the Proxy Statement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the Joint Proxy Statement/Prospectus statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Registration Statement or the Registration Proxy Statement. (ce) Subject to applicable Law, each of FSIC Parent and CCT Susquehanna shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC MMLC and CCT GSBD shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC MMLC and CCT GSBD shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GSBD and FSIC MMLC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC GSBD shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT MMLC shall use reasonable best efforts to furnish all information concerning CCT MMLC and the holders of CCT MMLC Common Stock as may be reasonably requested by FSIC GSBD in connection with any such action. (b) Each of FSIC MMLC and CCT GSBD shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICMMLC, CCT GSBD or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC MMLC and CCT GSBD shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare Sterling and file Empire shall promptly cause the Registration Statement to be prepared and filed with the SEC the Registration StatementSEC. Each of FSIC Sterling and CCT Empire shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing thereof. 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 SEC, and prior to the Closing Date, any event relating to Empire is discovered by Empire which should be set forth in an amendment of, or a supplement to, the Registration Statement, Empire shall promptly inform Sterling, and shall furnish Sterling with all necessary information relating to such event, whereupon Sterling shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of Empire and Sterling (if prior to the meeting of the stockholders of Empire pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective its stockholders upon entitled to vote at such effectivenessmeeting. FSIC Sterling shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Institution Merger Agreement and Empire shall use reasonable best efforts to furnish all information concerning CCT Empire and the holders of CCT Empire Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best 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 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 Institution Merger). Empire and Sterling 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 Empire or Sterling, as the case may be, 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. 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 consummation of the transactions contemplated herein. Sterling shall be primarily responsible for the preparation and timely filing of all applications seeking the Registration Statement Required Regulatory Approvals. Sterling shall provide Empire with a copy of all such filings and shall all correspondence in respect of such applications. (c) Empire shall, upon request, furnish to the other Sterling with all information reasonably requested concerning Empire and its directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries Sterling to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC Sterling and CCT Empire shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC II, FSIC III, FSIC IV and CCT II shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC II, FSIC III, FSIC IV and CCT II shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT II, FSIC III, FSIC IV and FSIC II shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC II 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, if any, and FSIC III, FSIC IV and CCT II shall each use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT Common Stock its securities as may be reasonably requested by FSIC II in connection with any such action. (b) Each of FSIC II, FSIC III, FSIC IV and CCT II shall cooperate with the other parties in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICFSIC II, FSIC III, FSIC IV, CCT II or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party parties (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC II, FSIC III, FSIC IV, and CCT II shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Target and CCT Parent shall as promptly as practicableprepare and file with the SEC, but in no case later than thirty-five (535) Business Days business days after the date of this Agreement, jointly the Joint Proxy Statement/Prospectus and Parent shall promptly prepare and file with the SEC the Registration Form S-4, in which the Joint Proxy Statement/Prospectus will be included as a prospectus. Each of FSIC Target and CCT Parent shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT Parent and FSIC Target shall use reasonable best efforts to cause thereafter promptly mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessshareholders. FSIC Parent shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Target shall use reasonable best efforts to furnish all information concerning CCT Target and the holders of CCT Common Target Capital Stock as may be reasonably requested by FSIC in connection with any 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 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 SEC and mailed, delivered or otherwise made available to the shareholders of Parent and Target. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file and cause their applicable Subsidiaries 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 or Regulatory Agencies which are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Mergers and the Bank Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities, Regulatory Agencies and third parties. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, Parent and Target shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with any Governmental Entity or Regulatory Agency, including the FRB, FDIC, TDFI or NCCOB, in order to obtain the Requisite Regulatory Approvals. The parties hereto agree that they will consult with the other in parties hereto with respect to the preparation obtaining of all permits, consents, approvals and authorizations of all third parties, Governmental Entities and Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement, and each party will keep the others apprised of the Registration Statement status of matters relating to completion of the transactions contemplated herein. Parent and shall Target agree to furnish to the each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement/Prospectus, the Form S-4, the Requisite Regulatory Approvals and any application, petition or any other filing statement or application made by or on behalf of FSICParent, CCT Parent Bank, Target or Target Bank or any of their respective Consolidated Subsidiaries affiliates to any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement. Parent and Target 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 Parent or Target, 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 or Regulatory Agency in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably and as promptly as practicable. Each party shall consult with the other in advance of any meeting or conference with any third party or any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement and, to the extent permitted by such Governmental Entity or Regulatory Agency, give the other party and its counsel the opportunity to attend and participate in such meetings and conferences, except to the extent such meetings and conferences relate to confidential supervisory information. Each party will provide the other with copies of any applications, notices, petitions or filings, and all correspondence relating thereto, prior to filing, other than any portions of material filed in connection therewith that contain confidential supervisory information or other information filed under a claim of confidentiality and, in each case, subject to applicable laws relating to the exchange of information. Each party acknowledges and agrees that nothing in this Agreement, including this Section 6.1 and Section 6.2, shall require any party to provide confidential supervisory information to any other party. (c) In furtherance and not in limitation of the foregoing, each of Parent and Target shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of Parent, Target and their respective Subsidiaries. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require Parent or Target or their respective Subsidiaries to take, or agree to take, any actions specified in this Section 6.1 that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Mergers and the other Transactions. Prior Bank Merger (a “Burdensome Condition”). (d) Each of Parent and Target agrees, as to the Effective Timeitself and its Subsidiaries, each party hereto shall promptly notify the other party (i) upon becoming aware that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any event untrue statement of a material fact or circumstance that is omit to state any material fact required to be described stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after any amendment or supplement thereto will, at the receipt date of mailing to shareholders and at the time of the Parent Shareholders’ Meeting and the Target Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and Target further agrees that if it becomes aware that any information furnished by it of would cause any comments of the SEC with respect to statements in the Form S-4 or the Joint Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Registration Joint Proxy Statement/Prospectus. (ce) Subject to To the extent permitted by applicable Lawlaw, each of FSIC Target and CCT Parent shall promptly advise the each other upon their (or their Subsidiaries’) receiving any communication from any Governmental Entity, the Entity or Regulatory Agency whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or obtained, that the receipt of any such approval may will be materially delayed or conditionedthat a Burdensome Condition might be imposed on any such Requisite Regulatory Approval.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly Buyer shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by Buyer and Seller, will be included. Each of FSIC Buyer and CCT Seller shall use its commercially reasonable best efforts 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 Seller and Buyer shall use its commercially reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the Form S-4 being declared effective, Seller shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessholders of Seller Common Stock. FSIC Buyer shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Seller shall use reasonable best efforts to furnish all information concerning CCT Seller and the holders of CCT Seller Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Seller or Buyer, or any of their respective affiliates, directors or officers, should be discovered by Seller or Buyer 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 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 that 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 extent required by applicable law, disseminated to the holders of Seller Common Stock. (b) Each In addition to their obligations pursuant to Section 6.1(a), Seller and Buyer shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or "Blue Sky" laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. Buyer and CCT Seller shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Buyer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC's staff and each party's responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Seller and Buyer, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Buyer and Seller shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Seller (in the case of Buyer) or Buyer (in the case of Seller) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to 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, Regulatory Agencies and other 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 terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or other Governmental Entities. In furtherance (but not in limitation) of the foregoing, Buyer shall, and shall cause Southern Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board or the Division, if applicable, within sixty (60) days after the date hereof. Seller 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 confidentiality of information, all the information relating to Seller or Buyer, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other 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. (d) Each of Buyer and Seller shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICBuyer, CCT Seller or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC Buyer and CCT Seller shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.2(d)).

Regulatory Matters. (a) FSIC OTF and CCT OTF II shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT OTF shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT OTF II and FSIC OTF shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC OTF 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, if any, and CCT OTF II shall use reasonable best efforts to furnish all information concerning CCT OTF II and the holders of CCT OTF II Common Stock as may be reasonably requested by FSIC OTF in connection with any such action. (b) Each of FSIC OTF and CCT OTF II shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICOTF, CCT OTF II or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC OTF and CCT OTF II shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this AgreementAgreement and availability of ▇▇▇▇▇▇▇ financial statements in form required for use on Form S-4, jointly prepare ▇▇▇▇▇▇▇ and file MECH (as to information to be included therein pertaining to MECH) shall promptly cause to be prepared and filed with the SEC a registration statement of ▇▇▇▇▇▇▇ on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the ▇▇▇▇▇▇▇ Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the shareholders of MECH. Each of FSIC ▇▇▇▇▇▇▇ and CCT MECH shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act 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 SEC, and prior to the Closing Date, any event relating to MECH is discovered by MECH which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement, MECH shall promptly inform ▇▇▇▇▇▇▇, and shall furnish ▇▇▇▇▇▇▇ with all necessary information relating to such event whereupon ▇▇▇▇▇▇▇ shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of ▇▇▇▇▇▇▇ 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 such filing and to keep the Registration Statement effective as long as necessary is filed with the SEC, and prior to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Closing Date, any event relating to cause ▇▇▇▇▇▇▇ is discovered by ▇▇▇▇▇▇▇ which should be set forth in an amendment of, or a supplement to, the Joint Registration Statement, including the Prospectus/Proxy Statement/Prospectus , ▇▇▇▇▇▇▇ shall promptly inform MECH, and ▇▇▇▇▇▇▇ shall promptly cause an appropriate amendment to the Registration Statement to be filed with the SEC. Upon the effectiveness of such amendment, each of ▇▇▇▇▇▇▇ and MECH (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly mailed as practicable to permit an appropriate amendment or delivered supplement to their respective stockholders upon be transmitted to its shareholders entitled to vote at such effectivenessmeeting. FSIC ▇▇▇▇▇▇▇ shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and MECH shall use reasonable best efforts to furnish all information concerning CCT MECH and the holders of CCT MECH Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best 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 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 Bank Merger). MECH and ▇▇▇▇▇▇▇ 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 preparation exchange of information, all the information relating to MECH and MS Bank or ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ Bank, as the case may be, 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; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 contemplation of the transactions contemplated herein. (c) MECH shall, upon request, furnish ▇▇▇▇▇▇▇ with all information reasonably requested concerning MECH, MS Bank and their directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries ▇▇▇▇▇▇▇ to any Governmental Entity in connection with the Mergers and Merger, the Bank Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC ▇▇▇▇▇▇▇ and CCT MECH shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly Tower and First ▇▇▇▇▇▇▇ shall cooperate in preparing and each shall cause to be filed with the SEC mutually acceptable Proxy Materials which shall constitute the proxy statement-prospectus relating to the matters submitted to the First ▇▇▇▇▇▇▇ shareholders and the Tower shareholders at their respective Special Meetings and Tower 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 Tower’s prospectus. Each of FSIC Tower and CCT First ▇▇▇▇▇▇▇ shall use its reasonable best efforts to have the Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger and the transactions contemplated thereby. CCT Tower and FSIC First ▇▇▇▇▇▇▇ shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) 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. Tower will use reasonable best efforts to allow First ▇▇▇▇▇▇▇ to cause the Joint Proxy Statement/Prospectus Materials to be mailed to First ▇▇▇▇▇▇▇ shareholders as promptly mailed as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, 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 Tower Common Stock issuable in connection with the Merger for offering or delivered sale in any jurisdiction, or any request by the SEC for amendment of the Registration Statement. If at any time prior to the Effective Time any information relating to Tower or First ▇▇▇▇▇▇▇, or any of their respective stockholders upon affiliates, officers or directors, should be discovered by Tower or First ▇▇▇▇▇▇▇, 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 effectiveness. FSIC 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 shareholders of First ▇▇▇▇▇▇▇. (b) The information regarding First ▇▇▇▇▇▇▇ and the First ▇▇▇▇▇▇▇ Subsidiaries to be supplied by First ▇▇▇▇▇▇▇ for inclusion in the Registration Statement will not, at the time the Registration Statement becomes 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, in light of the circumstances under which they are made, not misleading. (c) The information regarding Tower and its Subsidiaries to be supplied by Tower for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact 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. (d) Tower also use its reasonable best efforts shall take any action (other than qualifying to obtain all necessary do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Law or “blue sky” permits laws in connection with the Merger and approvals required to carry out the Transactions, if any, each of First ▇▇▇▇▇▇▇ and CCT Tower shall use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT its Common Stock as may be reasonably requested by FSIC in connection with any such action. (be) Each Prior to the Effective Time, Tower shall take such action as is necessary in order to list on the Nasdaq Global Market the additional shares of FSIC Tower Common Stock to be issued by Tower in exchange for the shares of First ▇▇▇▇▇▇▇ Common Stock. (f) Tower and CCT First ▇▇▇▇▇▇▇ will 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 or waivers thereof 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). Tower and First ▇▇▇▇▇▇▇ shall cooperate with each other to effect the foregoing. First ▇▇▇▇▇▇▇ and Tower shall have the right to review in advance, and to the extent practicable each will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable Laws relating to the other exchange of information, all the information reasonably requested relating to First ▇▇▇▇▇▇▇ or Tower, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement written materials submitted to, any third party or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the other Transactionstransactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (cg) Subject to applicable Law, each of FSIC Tower and CCT First ▇▇▇▇▇▇▇ shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (h) First ▇▇▇▇▇▇▇ shall suspend or conditionedterminate its dividend reinvestment plan as soon as practicable after execution of this Agreement and in no event shall it issue any shares of First ▇▇▇▇▇▇▇ Common Stock or sell any shares of First ▇▇▇▇▇▇▇ Common Stock held in treasury under or pursuant to its dividend reinvestment plan.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare S1 and file Edify (as to information to be included therein pertaining to Edify) shall promptly cause to be prepared and filed with the SEC a registration statement of S1 on Form S-4, including the Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the S1 Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the stockholders of Edify and S1. Each of FSIC S1 and CCT Edify shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing. The parties shall each promptly notify the other upon the receipt of any comments from the SEC or its staff, or any other governmental officials, supply each other with all such correspondence with any Governmental Entity other than confidential information, and 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 SEC, and prior to the Closing Date, any event relating to S1 or Edify is discovered by such party which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Prospectus/Proxy Statement (including, without limitation, any change in the Fairness Opinion), such party shall promptly inform the other, and shall furnish all necessary information relating to such event whereupon the appropriate party shall promptly cause an appropriate amendment to the Registration Statement or supplement to the Prospectus/Proxy Statement to be filed with the SEC. Upon the effectiveness of such amendment or supplement, the parties (if prior to the meetings of stockholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon entitled to vote at such effectivenessmeetings. FSIC S1 shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT transactions contemplated by this Agreement. Each party shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC the other in connection with any such action. (b) Each As promptly as practicable following the execution and delivery of FSIC this Agreement, if applicable, each of Edify and CCT S1 will prepare and file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein and by the Option Agreement if and as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed by the parties (the "Antitrust Filings"). The parties will comply with any requests for additional information relating to the Antitrust Filings and will use their reasonable best efforts to secure all required approvals of the Antitrust Filings. (c) The parties hereto shall 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 (which shall include the other in the preparation Antitrust Filings), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of the Registration Statement all third parties and shall furnish to the other all information reasonably requested as may be reasonably Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). Edify and S1 shall have the right to review in connection with advance, and to the Registration Statement 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 Edify or S1 and Merger Sub, as the case may be, which appears in any other filing made with, or application made by written materials submitted to, any third party or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers transactions contemplated by this Agreement and will promptly notify each other of any communication with any Governmental Entity and provide the other Transactionswith an opportunity to participate in any meetings with a Governmental Entity relating thereto; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (cd) Subject to applicable Law, each of FSIC S1 and CCT Edify shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Super 8-K. The Company and CCT PMIN shall as cooperate to promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC a Super 8-K (the Registration Statement“Super 8-K”) announcing the Exchange and describing the ESG Group business in compliance with applicable SEC regulations. Each of FSIC and CCT PMIN, with the Company’s cooperation, shall use its commercially reasonable best efforts to have respond to any SEC review of the Registration Statement declared effective Super 8-K under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergersfiling. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC PMIN shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals as may be required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT the Company shall use reasonable best efforts to furnish all information concerning CCT the ESG Group and the holders of CCT Common Stock the Company and the ESG Group as may be reasonably requested by FSIC in connection with the foregoing actions. PMIN shall, as promptly as reasonably practicable after receipt thereof, provide the Company with copies of any written comments and advise the other party of any oral comments received from the SEC with respect to the Super 8-K. PMIN shall also advise the Company, as promptly as reasonably practicable after receipt of notice thereof, concerning the issuance of any stop order, or the suspensions of the qualification of the PMIN Common Stock issuable in connection with the Exchange for offering or sale in any jurisdiction. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment with respect to any comments of the SEC and any amendment or supplement to the Super 8-K prior to filing such with the SEC and will provide each other with a copy of all such filings with the SEC to the extent not otherwise publicly available. If at any time prior to the Closing Date, PMIN or the Company has knowledge of any information relating to PMIN, the Company or any of their respective officers, directors or other affiliates, which should be set forth in an amendment or supplement to the Super 8-K so that any such actiondocument 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 and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC. (b) Each of FSIC PMIN and CCT shall cooperate with the other in the preparation of the Registration Statement and shall Company shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with preparation and filing of the Registration Statement Super 8-K or any other filing statement, filing, notice or application made by or on behalf of FSICPMIN, CCT the Company or any of their respective Consolidated Subsidiaries the ESG Group to any Governmental Entity Authority, including, without limitation, FINRA, in connection with the Mergers Exchange and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (c) Subject to applicable Law, each Each of FSIC PMIN and CCT the Company shall promptly advise the other upon receiving any communication from any Governmental Entity, Authority the consent or approval of which is required for consummation of the Transactionstransactions contemplated by this Agreement, or from FINRA, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval requisite approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioneddelayed, and, to the extent permitted by applicable Law, shall promptly provide the other Party with a copy of such communication.

Regulatory Matters. (a) FSIC Subject to the receipt of reasonable cooperation from FTC, BancPlus shall promptly prepare and CCT shall as promptly as practicablefile with the SEC, but in no case later than five Forty (540) Business Days business days after the date of this Agreement, jointly prepare the Proxy Statement and file with the SEC the Registration StatementForm S-4. Each of FSIC and CCT The parties shall use its their respective reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and FTC shall thereafter promptly mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the Mergersits shareholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC BancPlus shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT FTC shall use reasonable best efforts to promptly furnish all information concerning CCT FTC and the holders of CCT Common FTC Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time (i) any event occurs with respect to any party or (ii) any change in the information relating to any of the parties, or their respective affiliates, officers or directors, supplied by a party for inclusion in the Proxy Statement or the Form S-4 should be discovered by a party, which event or changed information should be described or set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement 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, then the party which discovers such event or 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 event or information shall be promptly filed with the SEC and mailed, delivered or otherwise made available to the shareholders of FTC. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all actions reasonably necessary, proper or advisable to comply with all legal requirements applicable to the transactions contemplated hereby, including to promptly prepare and file and cause their applicable Subsidiaries 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, waivers, approvals and authorizations of all third parties and Governmental Entities or Regulatory Agencies which are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Share Exchange, the Corporate Merger and the Bank Merger) or to avoid any fee or penalty under any contract or agreement arising in connection with the transactions contemplated hereby, and to comply with the terms and conditions of all such permits, consents, waivers, approvals and authorizations of all such Governmental Entities, Regulatory Agencies and third parties. Without limiting the generality of the foregoing, as soon as practicable and in no event later than thirty (30) business days after the date of this Agreement, BancPlus shall, and shall cause its Subsidiaries to, each prepare and file any applications, notices and filings required to be filed with {JX489484.11} PD.35183901.7 any Governmental Entity or Regulatory Agency, including the FRB, FDIC, or MDBCF, in order to obtain the Requisite Regulatory Approvals. The parties hereto agree that they will consult with the other parties hereto with respect to the obtaining of all permits, waivers, consents, approvals and authorizations of all third parties, Governmental Entities and Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement, consider in good faith the preparation views of the Registration Statement and shall furnish others in connection with any proposed written or material oral communication with any Governmental Entity or Regulatory Agency related to the transactions contemplated by this Agreement, and each party will keep the others apprised of the status of matters relating to completion of the transactions contemplated herein. BancPlus and FTC agree to promptly furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4, the Requisite Regulatory Approvals and any application, petition or any other filing statement or application made by or on behalf of FSICBancPlus, CCT BankPlus, FTC or FBT or any of their respective Consolidated Subsidiaries affiliates to any Governmental Entity or Regulatory Agency in connection with the Mergers transactions contemplated by this Agreement. BancPlus and FTC shall have the right to review in advance, and, to the extent practicable, each will consult the other Transactions. Prior on, in each case subject to applicable laws relating to the Effective Timeexchange of information, all the information relating to BancPlus or FTC, 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 or Regulatory Agency in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each party of the parties hereto shall act reasonably and as promptly notify as practicable. Each party shall consult with the other in advance of any meeting or conference with any third party or any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement and, unless prohibited by such Governmental Entity or Regulatory Agency, give the other party (i) upon becoming aware and its counsel the opportunity to attend and participate in such meetings and conferences, except to the extent such meetings and conferences relate to confidential supervisory information. Each party will provide the other with copies of any event applications, notices, petitions or circumstance filings, and all correspondence relating thereto, prior to filing, other than any portions of material filed in connection therewith that is required contain confidential supervisory information or other information filed under a claim of confidentiality and, in each case, subject to be described in an amendment applicable laws relating to the Registration Statement or exchange of information. Each party acknowledges and agrees that nothing in a supplement this Agreement, including this Section 6.1, Section 6.2 and Section 6.8, shall require any party to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of provide confidential supervisory information to any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementother party. (c) Subject to applicable LawIn furtherance and not in limitation of the foregoing, each of FSIC BancPlus and CCT FTC shall use its reasonable best efforts to (i) avoid the entry of, or to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing, and (ii) avoid or eliminate each and every objection or impediment so as to enable the Closing to occur as soon as possible, including proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of businesses or assets of BancPlus, FTC and their respective Subsidiaries and committing to any Governmental Entity or Regulatory Agency to maintain, and maintaining, capital levels and capital ratios at a level specified by such Governmental Entity or Regulatory Agency, and raising capital in connection therewith. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall require BancPlus or FTC or their respective Subsidiaries to take, or agree to take, and FTC and {JX489484.11} PD.35183901.7 its Subsidiaries shall not be permitted to take or agree to take, without BancPlus’s written consent in its sole discretion, any actions specified in this Section 6.1(c) or agree to any condition or restriction in connection with obtaining any Required Regulatory Approval that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation and its Subsidiaries, taken as a whole, after giving effect to the Share Exchange, the Corporate Merger and the Bank Merger (including, for the avoidance of doubt, any determination by a Governmental Entity or Regulatory Agency that the Bank Merger may not be consummated as contemplated hereby immediately following the Effective Time) or other condition or requirement which in the opinion of BancPlus and FTC, in their reasonable discretion, would materially adversely impact the economic or business benefits of the transactions contemplated in this Agreement (a “Burdensome Condition”); provided, that if reasonably required by BancPlus, FTC and FBT shall take (or agree to take) any such action, or agree to any such condition or restriction, so long as such action or such agreement with respect to any condition or restriction is binding only in the event the Closing occurs. (d) Each of BancPlus and FTC agrees, as to itself and its Subsidiaries, that (i) none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, is filed and becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) 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 it is filed with the SEC, at the date of mailing to shareholders and at the time of the FTC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which such statement was made, not misleading. Each of BancPlus and FTC further agrees that if it becomes aware that any information furnished by it would cause any of the statements in the Form S-4 or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Proxy Statement. (e) To the extent permitted by applicable law, FTC and BancPlus shall promptly advise the each other upon their (or their Subsidiaries’) receiving any communication from any Governmental Entity, the Entity or Regulatory Agency whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or obtained, that the receipt of any such approval may will be materially delayed or conditionedthat a Burdensome Condition might be imposed on any such Requisite Regulatory Approval.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of ANNB constituting a part thereof and all related documents. ANNB shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and ANNB and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. ANNB agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as ANNB has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC ANNB and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT ANNB shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC ANNB and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of ANNB and FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of ANNB and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements in this Agreement not false or misleading, to promptly inform the other party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of ANNB. (c) FNB agrees to advise ANNB, promptly after FNB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective 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, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. ANNB and FNB 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 ANNB or FNB, 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, Regulatory Agency 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB 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 and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB and its Subsidiaries, including the Surviving Company after giving effect to the Merger, taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, ANNB agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of ANNB and FNB following consummation of the Merger. (e) Each of FNB and ANNB shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT ANNB or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and ANNB shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) ANNB and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the FRB, the FDIC, the OCC, the NYSE or NASDAQ. In addition, the Chief Executive Officers of ANNB and FNB shall be permitted to respond to appropriate questions about the Merger from the press. ANNB and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC Newcourt and CCT CIT shall as promptly as practicableprepare the Proxy Circular and, but in no case later than five (5) Business Days after the date of this Agreementif required, jointly CIT shall promptly prepare and file with the SEC a registration statement on the appropriate form with respect to any of the securities to be issued in the Arrangement (or upon exchange of Exchangeable Shares) (the "Registration Statement") and shall take all actions necessary to maintain such Registration Statement current and effective for as long as shall be required to enable the holders of Exchangeable Shares to sell the shares of CIT Common Stock received upon exchange thereof. Each of FSIC the Newcourt and CCT CIT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, (or, if the filing and to keep of the Registration Statement effective as long as necessary is not required, to consummate have the MergersProxy Circular reviewed by the SEC prior to mailing) and each of Newcourt and CIT shall thereafter mail the Proxy Circular to its respective shareholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC CIT shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested transactions contemplated by FSIC in connection with any such actionthis Agreement. (b) Each Newcourt shall file the Proxy Circular in all Canadian jurisdictions where the Proxy Circular is required to be filed and with the SEC in accordance with the applicable rules and regulations thereof. The parties shall use all reasonable efforts to obtain all orders required from the applicable Canadian securities authorities to permit the issuance and first resale of FSIC (i) the Exchangeable Shares and CCT the shares of CIT Common Stock to be issued pursuant to the Arrangement, (ii) the shares of CIT Common Stock to be issued upon exchange of the Exchangeable Shares from time to time and (iii) the shares of CIT Common Stock to be issued from time to time upon the exercise of the Replacement Options, in each case without qualification with or approval of or the filing of any document, including any prospectus or similar document, or the taking of any proceeding with, or the obtaining of any further order, ruling, or consent from, any Governmental Entity or regulatory authority under any Canadian federal, provincial or territorial securities laws or pursuant to the rules and regulations of any regulatory authority administering such laws, or the fulfilment of any other legal requirement in any such jurisdiction (other than, with respect to such first resales, any restrictions on transfer by reason of, among other things, a holder being a "control person" of Newcourt or CIT for purposes of Canadian federal, provincial or territorial securities laws). (c) The parties hereto shall 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, 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 other transactions contemplated by this Agreement (including the Arrangement) and for the parties and their Subsidiaries to conduct their respective businesses after the Closing Date in substantially the preparation same manner as conducted currently, or which are required in order to maintain in effect any governmental authorizations, licenses or approvals pursuant to which either of the Registration Statement parties or their Subsidiaries carries on its business as currently conducted. Newcourt and shall CIT each will furnish to the other for 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 reasonably requested relating to Newcourt or CIT, as the case may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICbe, CCT or and any of their respective Consolidated Subsidiaries to Subsidiaries, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement. In exercising the other Transactions. Prior to the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statement. (c) Subject transactions contemplated by this Agreement and, in each case subject to applicable Lawlaw relating to the exchange of information, each of FSIC and CCT shall promptly advise party will keep the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation apprised of the Transactions, that causes such party status of matters relating to believe that there is a completion of the transactions contemplated herein. Promptly upon the reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt request of any such approval may be materially delayed or conditioned.CIT,

Regulatory Matters. (a) FSIC GBDC and CCT GBDC 3 shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT GBDC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GBDC 3 and FSIC GBDC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC GBDC 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, if any, and CCT GBDC 3 shall use reasonable best efforts to furnish all information concerning CCT GBDC 3 and the holders of CCT GBDC 3 Common Stock as may be reasonably requested by FSIC GBDC in connection with any such action. (b) Each of FSIC GBDC and CCT GBDC 3 shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICGBDC, CCT GBDC 3 or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC GBDC and CCT GBDC 3 shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of BCSB constituting a part thereof and all related documents. BCSB shall prepare and furnish to FNB such information relating to it and its Subsidiaries, directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents. BCSB and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. BCSB agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as BCSB has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC BCSB and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT BCSB shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC BCSB and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of BCSB and FNB agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of BCSB and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of BCSB. (c) FNB agrees to advise BCSB, promptly after FNB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective 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, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. BCSB and FNB 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 BCSB or FNB, 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, Regulatory Agency 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB 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 and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB, including the Surviving Company, after giving effect to the Merger, after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, BCSB agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of BCSB and FNB following consummation of the Merger. (e) Each of FNB and BCSB shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT BCSB or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and BCSB shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) BCSB and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by Law or the rules or regulations of the SEC, the Federal Reserve Board, the FDIC, the OCC, the NYSE or NASDAQ. In addition, the Chief Executive Officers of BCSB and FNB shall be permitted to respond to appropriate questions about the Merger from the press. BCSB and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC CAVB and CCT PNFP shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementJoint Proxy Statement and PNFP shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of FSIC CAVB and CCT PNFP shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT CAVB and FSIC PNFP shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC PNFP shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT CAVB shall use reasonable best efforts to furnish all information concerning CCT CAVB and the holders of CCT Common CAVB Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to or after 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 shareholders of PNFP and CAVB. (b) Each of FSIC and CCT The parties hereto shall 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, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. CAVB and PNFP 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 preparation exchange of information, all the information relating to PNFP or CAVB, 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 Registration Statement parties hereto shall act reasonably and shall 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 transactions contemplated herein. (c) Each of CAVB and PNFP shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICCAVB, CCT PNFP or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each Each of FSIC CAVB and CCT PNFP shall promptly advise the other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (e) PNFP and CAVB shall promptly furnish each other with copies of written communications received by PNFP and CAVB, as the case may be, or conditionedany of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly Parent and the Company shall cooperate in preparing and shall cause to be 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 "Joint Proxy Statement/Prospectus") and Parent shall prepare and file with the SEC a registration statement on Form S-4 (of which the Registration 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 FSIC Parent and CCT the Company shall use reasonable best efforts to have the 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 and the transactions contemplated thereby. Parent and the Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement/Prospectus or Form S-4 received from the SEC. Each party shall cooperate and provide the other party with a reasonable opportunity to review and comment on 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 provide the other party with a copy of all such filings made with the SEC. Parent shall use its reasonable best efforts to have take any action required to be taken under any applicable state securities laws in connection with the Registration Statement declared effective under Merger and each party shall furnish all information concerning it and the Securities Act others of its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly as practicable after such filing and to keep it receives notice thereof, of the Registration Statement effective as long as necessary to consummate time when the Mergers. CCT and FSIC shall use reasonable best efforts to cause 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 sale in any jurisdiction, or any request by the 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 mailed or delivered filed with the SEC and disseminated to their respective the stockholders upon such effectivenessof Parent and the Company. FSIC Parent shall also use its reasonable best efforts to obtain prior to the effective date of the Form S-4 all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC 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 such actionjurisdiction 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. (b) Each of FSIC and CCT The parties hereto shall 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 and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties or Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitations, any filings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act")). 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 preparation exchange of information, all the information relating to the Company or Parent, 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 Entity in connection with the transactions contemplated by this Agreement. The terms of this Section 6.1(b) shall not apply to documents filed pursuant to Item 4(c) of the Registration Statement Pre-Merger Notification and shall furnish 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 documents pursuant to the HSR Act which reveal Parent's or the Company's negotiating objectives or strategies or purchase price expectations. 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 or 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 consummation of the transactions contemplated hereby. (c) Parent and the Company shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement/Prospectus, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to transactions contemplated by this Agreement (including, without limitation, any such statement, filing notice or application mode under the Effective Time, each party hereto HSR Act). (d) Parent and the Company shall promptly notify furnish each other with copies of written communications received by Parent or the other party Company, as the case may be, or any of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. (ie) upon becoming aware Each of any event or circumstance that is Parent and the Company shall use its reasonable best efforts to take such action as may be required to be described in an amendment to cause the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments expiration of the SEC notice periods under the HSR Act with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC Merger and CCT shall promptly advise the other upon receiving any communication from any Governmental Entitytransactions contemplated herein as promptly as possible after the date hereof; provided, the consent or approval of which is required for consummation of the Transactionshowever, that causes such party nothing in this Section 6.1 shall require Parent or Merger Sub to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that agree to the receipt imposition of conditions of any such approval may be materially delayed or conditionedrequirement of divestiture as a result of antitrust concerns.

Regulatory Matters. (a) FSIC For the purposes of holding the Acquirer Stockholders Meeting and CCT shall the Target Stockholders Meeting and qualifying under applicable federal and state securities laws the Acquirer Common Stock to be issued to Target stockholders in connection with the Merger, as promptly soon as practicable, but in no case event later than forty-five (545) Business Days after days, following the date of this Agreement), the parties shall (i) jointly prepare prepare, and the Acquirer shall file with the SEC the Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the SEC, a Registration Statement declared effective on Form S-4, including a prospectus and (ii) jointly prepare, and the Acquirer shall file with the SEC, the Proxy Statement, satisfying all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act and applicable state securities laws and the rules and regulations thereunder (the various documents to be filed by the Acquirer under the Securities Act with the SEC to register the Acquirer Common Stock for sale, including the Proxy Statement, are referred to herein as promptly as practicable after such the “Registration Statement”). Prior to the filing of the Proxy Statement and to keep the Registration Statement effective as long as necessary Statement, each party shall consult with the other party with respect to consummate such filings and shall afford the Mergers. CCT other party and FSIC shall use their Representatives reasonable best efforts opportunity to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actioncomment thereon. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and party shall furnish to the other all party with such information reasonably requested concerning itself and its Affiliates as is necessary in order to cause the Proxy Statement and Registration Statement to comply with Section 5.06(a) hereof. Each party agrees promptly to advise the other party if at any time prior to the Effective Time, any information provided by such party in the Proxy Statement or Registration Statement becomes incorrect or incomplete in any material respect and promptly to provide the information needed to correct such inaccuracy or omission. Each party shall promptly furnish to the other party such supplemental information as may be reasonably necessary in order to cause the Proxy Statement or advisable Registration Statement to comply with Section 5.06(a). The information relating to a party to be provided for inclusion or incorporation by reference in the Proxy Statement or Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. (c) Acquirer shall as promptly as practicable make such filings, if any, as are necessary in connection with the offering of the Acquirer Common Stock with applicable state securities agencies and shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. The Target shall promptly furnish Acquirer with such information regarding the Target stockholders as Acquirer requires to enable it to determine what filings are required hereunder. The Target authorizes Acquirer to utilize in such filings the information concerning the Target and its Subsidiaries provided to Acquirer in connection with, or contained in, the Proxy Statement. Acquirer shall furnish Target’s counsel with copies of all such filings and keep Target advised of the status thereof. Each of Acquirer and Target shall promptly notify the other of all communications, oral or written, with the SEC concerning the Registration Statement and the Proxy Statement. (d) Acquirer shall cause the Acquirer Common Stock issuable pursuant to the Merger, to be listed on Nasdaq at the Effective Time. (e) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement as soon as possible. The parties shall each have the right to review in advance and comment on all information relating to the other, as the case may be, which appears in any filing made with, or written material submitted to, any third party or governmental body in connection with the transactions contemplated by this Agreement. (f) Each of the parties will promptly furnish each other filing or application made with copies of written communications received by or on behalf of FSIC, CCT them or any of their respective Consolidated Subsidiaries to from, or delivered by any of the foregoing to, any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments respect of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementtransactions contemplated hereby. (cg) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation The expenses of the Transactionspreparation, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not filing and mailing of the Registration statement and Proxy Statement shall be obtained or that shared equally between the receipt of any such approval may be materially delayed or conditionedAcquirer and Target.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly WAL and Target shall cooperate in preparing and each shall cause to be filed with the 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. Each The proxy statement-prospectus will be included as a prospectus in and will constitute a part of FSIC and CCT the Registration Statement as WAL’s prospectus. WAL shall use its reasonable best efforts efforts, and Target shall cooperate with WAL, to have the Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger and the transactions contemplated thereby. CCT WAL and FSIC Target shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) 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 best efforts to allow Target to cause the Joint Proxy Statement/Prospectus Materials to be mailed to Target stockholders as promptly mailed as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, 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 delivered sale in any jurisdiction, or any request by the 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 disseminated to the stockholders of Target. (b) The information regarding Target and its Subsidiaries to be supplied by Target for inclusion in the Registration Statement will not, at the time the Registration Statement becomes 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, in light of the circumstances under which they are made, not misleading. In connection with the preparation of the Registration Statement, Target shall receive a written opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to Target, dated as of the date on which the Registration Statement is declared effective, to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of WAL, Target and others, in each case, in form and substance reasonably satisfactory to such effectivenesscounsel. FSIC Each such representation letter shall be dated as of the date of such opinion. (c) The information regarding WAL and its Subsidiaries to be supplied by WAL for inclusion in the Registration Statement will not, at the time the Registration Statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact 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. In connection with the preparation of the Registration Statement, WAL shall receive a written opinion from ▇▇▇▇▇ Lovells US LLP, counsel to WAL, dated as of the date on which the Registration Statement is declared effective, to the effect that the Merger will qualify as a reorganization under Section 368(a) of the Code. Such counsel shall be entitled to rely upon representation letters from each of Target, WAL and others, in each case, in form and substance reasonably satisfactory to such counsel. Each such representation letter shall be dated as of the date of such opinion. (d) WAL also use its reasonable best efforts shall take any action (other than qualifying to obtain all necessary do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Law or “blue sky” permits laws in connection with the Merger and approvals required to carry out the Transactions, if any, each of Target and CCT WAL shall use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT its Common Stock as may be reasonably requested by FSIC in connection with any such action. (be) Each Prior to the Effective Time, WAL shall use its commercially reasonable efforts to list on the New York Stock Exchange the additional shares of FSIC WAL Common Stock to be issued by WAL in exchange for the shares of Target Common Stock. (f) WAL and CCT Target will prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, and to obtain as promptly as practicable all Requisite Regulatory Approvals. WAL and Target shall cooperate with each other to effect the foregoing. Target and WAL shall have the right to review in advance, and to the extent practicable each will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable Laws relating to the other exchange of information, all the information reasonably requested relating to Target or WAL, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICwritten materials submitted to, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the other Transactionstransactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (cg) Subject to applicable Law, each of FSIC WAL and CCT Target shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval Approval) will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (h) The Board of Directors of Target or conditioneda committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act) shall adopt a resolution in advance of the Effective Time providing that the disposition by the officers and directors of Target of Target Common Stock, options to acquire Target Stock, Target Restricted Stock or Target Restricted Stock Units or other equity securities of Target pursuant to the Merger or the other transactions contemplated by this Agreement is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Regulatory Matters. (a) FSIC Banknorth Delaware and CCT TD shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement (which shall contain therein the Proxy Statement/Prospectus). Each of FSIC TD, Banknorth and CCT Banknorth Delaware shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep thereafter Banknorth shall mail the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to its shareholders. If at any time prior to the Effective Time any information relating to any of the parties, or their respective affiliates, officers or directors, should be discovered by any party 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 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 mailed or delivered filed with the SEC and disseminated to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders shareholders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionBanknorth. (b) Each Subject to the other provisions of FSIC and CCT this Agreement, the parties hereto shall 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, 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 the Mergers) and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and Governmental Entities. The parties shall promptly inform each other of any material communication from, and shall give the other parties a reasonable opportunity to review in the preparation advance any material communication intended to be given by it to, any Governmental Entity regarding any of the Registration Statement and shall furnish transactions contemplated by this Agreement (other than any confidential portion thereof that relates solely to the party receiving such communication from or providing such communication to such Governmental Entity). (c) TD and Banknorth shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement/Prospectus, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICTD, CCT Banknorth or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC For the purposes of holding the Oritani Shareholders Meeting and CCT shall the Valley Shareholders Meeting (each as promptly defined in Section 5.7) and qualifying under applicable federal and state securities laws the Valley Common Stock to be issued to Oritani shareholders in connection with the Merger, as soon as practicable, but in no case event later than five sixty (560) Business Days after days following the date of this Agreement, the parties shall (i) jointly prepare prepare, and Valley shall file with the SEC, a Registration Statement on Form S-4, including a prospectus and (ii) jointly prepare, and Valley shall file with the SEC, a proxy statement, satisfying all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by Valley and Oritani to its respective shareholders together with any and all amendments or supplements thereto, being herein referred to as the “Joint Proxy Statement-Prospectus” and the various documents to be filed by Valley under the Securities Act with the SEC to register the Valley Common Stock for sale, including the Joint Proxy Statement-Prospectus, are referred to herein as the “Registration Statement”). Prior to the filing of the Joint Proxy Statement-Prospectus and the Registration Statement, each party shall consult with the other party with respect to such filings and shall afford the other party and their representatives reasonable opportunity to comment thereon. (b) Each party shall furnish to the other party with such information concerning itself and its affiliates as is necessary in order to cause the Joint Proxy Statement-Prospectus and Registration Statement to comply with Section 5.6(a) hereof. Each party agrees promptly to advise the other party if at any time prior to the Effective Time, any information provided by such party in the Joint Proxy Statement-Prospectus or Registration Statement becomes incorrect or incomplete in any material respect and promptly to provide the information needed to correct such inaccuracy or omission. Each party shall promptly furnish to the other party such supplemental information as may be necessary in order to cause the Joint Proxy Statement-Prospectus or Registration Statement to comply with Section 5.6(a) hereof. The information relating to a party to be provided for inclusion or incorporation by reference in the Joint Proxy Statement-Prospectus or Registration Statement, any filing pursuant to Rule 165 or Rule 425 under the Securities Act, or in any other document filed with any other Governmental Entity in connection herewith, will not contain any untrue statement of FSIC a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. (c) Valley shall as promptly as practicable make such filings, if any, as are necessary in connection with the offering of the Valley Common Stock with applicable state securities agencies and CCT shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. Oritani shall promptly furnish Valley with such information regarding Oritani shareholders as Valley requires to enable it to determine what filings are required hereunder. Oritani authorizes Valley to utilize in such filings the information concerning Oritani and the Bank provided to Valley in connection with, or contained in, the Joint Proxy Statement-Prospectus. Valley shall furnish Oritani’s counsel with copies of all such filings and keep Oritani advised of the status thereof. Valley shall promptly notify Oritani of all communications, oral or written, with the SEC concerning the Registration Statement and the Joint Proxy Statement-Prospectus. (d) Valley shall cause the Valley Common Stock issuable pursuant to the Merger (including shares of Valley Common Stock to be reserved for issuance upon the exercise of Valley Stock Options), to be listed on NASDAQ at the Effective Time. (e) The parties hereto will cooperate with each other and use all reasonable efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and governmental bodies necessary to consummate the transactions contemplated by this Agreement as soon as possible, including, without limitation, those required by the OCC, the FRB, NASDAQ, the Department of Treasury of the State of New Jersey and the Secretary of State of the State of Delaware. The parties shall each have the right to review in advance and comment on all information relating to the other, as the case may be, which appears in any filing made with, or written material submitted to, any third party or governmental body in connection with the transactions contemplated by this Agreement. Valley and VNB shall use their best efforts to cause their applications to the OCC and the application or waiver request to the FRB to be filed within sixty (60) days of the date of this Agreement. Oritani shall cooperate with Valley to provide all information requested in writing by Valley to complete such application within ten (10) days of request from Valley. Valley shall provide to Oritani drafts of all filings and applications referred to in this Section 5.6(e) and shall give Oritani the opportunity to comment thereon prior to their filing. Notwithstanding the foregoing, nothing contained herein shall be deemed to require Valley or Oritani 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 and authorizations of governmental entities that would reasonably be expected to have a Material Adverse Effect on Valley following the merger, taken as a whole, after giving effect to the Merger (a “Materially Burdensome Regulatory Condition”). In furtherance and not in limitation of the foregoing, each of Valley and Oritani shall use its reasonable best efforts to, and cause its Subsidiaries to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to, (i) avoid the entry of, or to cause have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if anyClosing, and CCT (ii) avoid or eliminate each and every impediment under any applicable law so as to enable the Closing to occur as soon as possible; provided, however, that nothing contained in this Agreement shall use reasonable best efforts require Valley or Oritani to furnish all information concerning CCT and the holders of CCT Common Stock as may take any actions specified in this Section 5.6(e) that would reasonably be reasonably requested by FSIC expected to constitute or result in connection with any such actiona Materially Burdensome Regulatory Condition. (bf) Each of FSIC and CCT shall cooperate the parties will promptly furnish each other with the other in the preparation copies of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made written communications received by or on behalf of FSIC, CCT them or any of their respective Consolidated Subsidiaries to from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (g) Between the date of this Agreement and the Effective Time, Oritani shall cooperate with Valley, consistent with legal requirements, to prepare and assist for the prompt conversion of Oritani’s systems and procedures post-closing and other post-closing merger integration. (h) Oritani acknowledges that Valley is in or may be in the process of acquiring other bank holding companies, banks, financial institutions, and/or other entities and that in connection with other acquisitions, information concerning Oritani may be required to be included in the Mergers registration statements, if any, for the issuance of securities of Valley or in Valley Reports in connection with other acquisitions. Oritani agrees to provide Valley with any information, certificates, documents or other materials about Oritani as are reasonably necessary to be included in such other SEC reports or registration statements, including the Registration Statement referenced in Section 5.6(a) and the any other Transactions. Prior registration statements which may be filed by Valley prior to the Effective Time. Oritani shall use its reasonable efforts to cause its attorneys and accountants to provide Valley and any underwriters for Valley with any consents, each party hereto opinion letters, reports or information which are necessary to complete the registration statements and applications for any other acquisition or issuance of securities. Valley shall promptly notify reimburse Oritani for all expenses reasonably incurred by Oritani related to another acquisition by Valley. Valley shall not file with the other party (i) upon becoming aware of SEC any event registration statement or circumstance that is required to be described in an amendment or supplement containing information regarding Oritani unless Oritani shall have consented to the Registration Statement or disclosure contained in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Lawfiling, each of FSIC and CCT which consent shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially unreasonably delayed or conditionedwithheld.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of CBI constituting a part thereof and all related documents. CBI shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and CBI, and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld such Registration Statement prior to its filing. CBI agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as CBI has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC CBI and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT CBI shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC CBI and CCT FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of CBI and FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of CBI and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements in this Agreement not false or misleading, to promptly inform the other parties thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of CBI and/or FNB. (c) FNB agrees to advise CBI, promptly after FNB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective 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, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. CBI and FNB 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 CBI or FNB, 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, Regulatory Agency or any Governmental Entity in connection with the transactions this Agreement contemplates. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as practicable. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB 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 and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB and its Subsidiaries, including the Surviving Company after giving effect to the Merger, taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, CBI agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of CBI and FNB following consummation of the Merger. (e) Each of FNB and CBI shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT CBI or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementtransactions this Agreement contemplates. (cf) Subject to applicable Law, each Each of FSIC FNB and CCT CBI shall promptly advise the other upon receiving any communication from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval Approval, as defined in Section 7.1(c), will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) CBI and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the FDIC, the OCC, the NYSE or FINRA. In addition, the Chief Executive Officers of CBI and FNB shall be permitted to respond to appropriate questions about the Merger from the press. CBI and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC NPB agrees to prepare the Registration Statement to be filed by NPB with the SEC in connection with the issuance of NPB Common Stock in the Merger (including the Prospectus/Proxy Statement and CCT shall all related documents). Provided that KNBT has fulfilled its obligations under Section 5.04(d) in all material respects, NPB agrees to file, or cause to be filed, the Registration Statement and the Prospectus/Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC NPB and CCT shall KNBT agrees to use its reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and to keep thereof. After the Registration Statement is declared effective as long as necessary to consummate under the Mergers. CCT Securities Act, KNBT and FSIC NPB shall use reasonable best efforts to cause promptly mail the Joint Prospectus/Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon shareholders. If at any time prior to the Effective Time any information relating to KNBT, NPB or their respective affiliates, officers or directors, should be discovered by KNBT or NPB which should be set forth in an amendment or supplement to either the Registration Statement or the Prospectus/Proxy Statement so that such effectiveness. FSIC shall also use its reasonable best efforts documents would not include any misstatement of a material fact or omit to obtain all necessary state securities Law or “blue sky” permits and approvals any material fact required to carry out be stated therein or necessary to make the Transactionsstatements therein, if anyin light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party 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 CCT shall use reasonable best efforts disseminated to furnish all information concerning CCT the shareholders of KNBT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionNPB. (b) Each of FSIC KNBT and CCT NPB shall 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, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Regulatory Authorities and other third parties which are necessary or advisable to consummate the Contemplated Transactions and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Authorities and third parties. Notwithstanding the foregoing, nothing contained herein shall be deemed to require NPB or KNBT to take any action, or commit to take any action, or agree to any conditions or restrictions, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Regulatory Authorities or other third parties that would reasonably be expected to result in the imposition of a condition or restriction of the type referred to in Sections 6.01(d) and 6.02(d). (c) NPB and KNBT shall promptly inform each other of any material communication from, and shall give the other a reasonable opportunity to review in advance any Application or other material communication intended to be given by it to, any Regulatory Authority regarding any of the transactions contemplated by this Agreement, and each shall consult the other with respect to the substance and status of such filings. KNBT and NPB shall each promptly furnish the other with copies of written communications to, or received by them from, any Regulatory Authority in respect of the Contemplated Transactions. (d) KNBT and NPB shall cooperate with each other in the preparation of the Registration Statement foregoing matters and shall furnish to the other with all information reasonably requested concerning itself as may be reasonably necessary or advisable in connection with any Application or filing, including any report filed with the Registration Statement or any other filing or application SEC, made by or on behalf of FSIC, CCT such party to or with any of their respective Consolidated Subsidiaries to any Governmental Entity Regulatory Authority in connection with the Mergers Contemplated Transactions, and in each such case, such information shall be accurate and complete in all material respects. In connection therewith, KNBT and NPB shall use their reasonable good faith efforts to provide each other certificates, certifications from accountants and other documents reasonably requested by the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC connection with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent Prospectus/Proxy Statement or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedApplication.

Regulatory Matters. (a) FSIC and CCT shall as promptly as practicable, but in no case later than five (5) Business Days Promptly after the date of this Agreement, jointly prepare Parent and Company shall prepare, and Parent shall file with the SEC the Registration StatementS-4 in which the Proxy Statement and Consent Solicitation Statement will be included as a prospectus. Each of FSIC Parent and CCT Company shall use its reasonable best efforts to have make such filing within forty-five (45) days of the Registration Statement declared effective under the Securities Act date of this Agreement. Parent and Company shall use reasonable best efforts to respond as promptly as practicable after such filing to any comments of the SEC staff with respect to the S-4 and to keep the Registration Statement S-4 effective as for so long as necessary to consummate the Mergers. CCT transactions contemplated by this Agreement, and FSIC Parent shall use reasonable best efforts to cause the Joint definitive Proxy Statement/Prospectus Statement to be mailed to its shareholders as promptly mailed or as practicable after the date on which the S-4 is declared effective under the Securities Act. Company shall cause the definitive Consent Solicitation Statement to be delivered to their respective stockholders upon such effectivenessits shareholders as promptly as practicable after the date on which the S-4 is declared effective under the Securities Act. FSIC Parent shall also use its reasonable best efforts as promptly as practicable notify Company of the receipt of any written comments from the staff of the SEC relating to obtain all necessary the S-4. If at any time prior to the Effective Time in the case of the S-4, prior to the receipt of the Requisite Parent Vote in the case of the Proxy Statement or prior to the receipt of the Requisite Company Vote in the case of the Consent Solicitation Statement, any Party discovers any information that should be set forth in an amendment or supplement thereto so that the S-4, Proxy Statement or Consent Solicitation Statement would not include any misstatement of a material fact or omit to state securities Law or “blue sky” permits and approvals any material fact required to carry out be stated therein or necessary to make the Transactionsstatements therein, if anyin the light of the circumstances under which they were made, and CCT not misleading, such Party shall use reasonable best efforts promptly notify the other Parties and, to furnish all the extent required by applicable law, an appropriate amendment or supplement describing such information concerning CCT and shall be promptly filed by Parent with the holders of CCT Common Stock as may be reasonably requested SEC and, to the extent required by FSIC in connection with any such actionlaw, disseminated to the applicable shareholders. (b) Each of FSIC and CCT The Parties shall 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 and in the case of the applications, notices, petitions and filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make them within thirty (30) days of the date of this Agreement, 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 Governmental Entities. Parent and Company shall have the right to review for a reasonable period of time 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 Company or Parent, 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, including the Proxy Statement, the S-4 and any other filing made in connection with the transactions contemplated by this Agreement. 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 transactions contemplated in this Agreement, and each Party shall consult with the other in the preparation advance of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary any meeting or advisable in connection conference with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers 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, in each case subject to applicable law. As used in this Agreement, the term “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, waivers, orders and approvals (and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party expiration or termination of all statutory waiting periods in respect thereof) (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to from the Registration Statement or in a supplement to Federal Reserve Board, the Joint Proxy Statement/Prospectus FDIC, the CDFI and the WDFI, and (ii) after otherwise set forth in Section 3.4 or Section 4.4 that are necessary to consummate the receipt transactions contemplated by it of any comments of this Agreement (including the SEC with respect to Merger) or those the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval failure of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that would reasonably be expected to have a Material Adverse Effect on the receipt of any such approval may be materially delayed or conditionedSurviving Entity.

Regulatory Matters. (a) FSIC The Acquiror and CCT the Company shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT The Acquiror shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act and applicable state Law as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT The Company and FSIC the Acquiror shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT The Company shall use reasonable best efforts to furnish all information concerning CCT the Company and the holders of CCT Company Common Stock as may be reasonably requested by FSIC the Acquiror in connection with any such action. (b) Each of FSIC the Acquiror and CCT the Company shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other TransactionsStatement. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC the Acquiror and CCT the Company shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Subject to the terms and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date conditions of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT shall each party will use its reasonable best efforts to have take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Registration Statement declared effective under the Securities Act transactions contemplated by this Agreement, including preparing and filing as promptly as practicable after such filing and all documentation to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain effect all necessary state securities Law filings, consents, waivers, approvals, authorizations, permits or “blue sky” permits orders from all third parties and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionGovernmental Entities. (b) Each of FSIC Buyers and CCT shall cooperate with the other in the preparation of the Registration Statement and shall Seller shall, upon request, furnish to the other all information reasonably requested concerning itself (or in the case of Seller, the Companies), its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICBuyers, CCT Seller, the Companies, or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (c) Subject In furtherance and not in limitation of the foregoing, each party hereto agrees to make or cause to be made an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable after the date hereof (and in any event within 5 business days) and to make, or cause to be made, the filings and authorizations, if any, required under any other Regulatory Laws as promptly as reasonably practicable after the date hereof and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take or cause to be taken all other actions necessary, proper or advisable consistent with this Section 5.7 to cause the expiration or termination of the applicable waiting periods, or receipt of required authorizations, as applicable, under the HSR Act or any other Regulatory Laws as soon as practicable. In furtherance and not in limitation of the foregoing, the parties shall request and shall use reasonable best efforts to obtain early termination of the waiting period under the HSR Act. (d) Each of Buyers, on the one hand, and Seller and the Companies, on the other hand, shall, in connection with the efforts referenced in Section 5.7(c) to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party; (ii) subject to applicable Lawlegal limitations and the instructions of any Governmental Entity, keep the other party reasonably informed of any communication received by such party from, or given by such party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Entity and of any communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby; and (iii) subject to applicable legal limitations and the instructions of any Governmental Entity, permit the other party to review in advance any communication (provided that the parties may redact references to the value of this transaction or alternatives to this transaction) to be given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ or any other Governmental Entity or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the FTC, the DOJ or such other applicable Governmental Entity or other person, give the other party the opportunity to attend and participate in such meetings and conferences. (e) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(c) and 5.7(d), if any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted (or threatened to be instituted) by the FTC, the DOJ or any other applicable Governmental Entity or any private party challenging any of the transactions contemplated hereby as violative of any Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby, each of FSIC Buyers, on the one hand, and CCT Seller and the Companies, on the other hand, shall use their reasonable best efforts to (x) take, or cause to be taken, all other actions and (y) do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby, including taking all such further action as may be necessary to resolve such objections, if any, as the FTC, the DOJ, state antitrust enforcement authorities or competition authorities of any other nation or other jurisdiction may assert under any Law with respect to the transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the End Date), in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing the Closing or delaying the Closing beyond the End Date; provided that neither the Companies nor any of their Subsidiaries shall become subject to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order of a Governmental Entity to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets or business of the Companies or any of their Affiliates, unless such requirement, condition, understanding, agreement or order is binding on the Companies only in the event that the Closing occurs. Notwithstanding anything to the contrary in this Section 5.7 or elsewhere in this Agreement, Buyers shall not be required to agree to or accept (but in their discretion may agree to or accept), and Seller shall not, and shall not permit the Companies, without the prior written consent of Buyers, to, agree to or accept, unless requested to do so by Buyers (subject to the proviso to the immediately preceding sentence) any condition sought by any Governmental Entity or other person in connection with any consent or approval required to complete or otherwise in connection with the transactions contemplated by this Agreement that (A) seeks to prohibit or limit in any material respect the ownership or operation by the Companies, their Subsidiaries, either Buyer or any of their Affiliates of the business or assets of any of them, or to compel the Companies or either Buyer or any of their Affiliates to dispose of or hold separate any significant portion of their business or assets as a result of the transactions contemplated hereby, (B) seeks to impose limitations on the ability of either Buyer to acquire, hold, or exercise full rights of direct or indirect ownership of the Companies or any of their Subsidiaries, including the right to vote the capital stock of the Companies on all matters properly presented to the shareholders of the Companies and the rights to declare or pay dividends on any capital stock of the Companies or any of their Subsidiaries, (C) seeks to prohibit either Buyer or any of its Subsidiaries from effectively controlling in any material respect the business or operations of such Buyer, the Companies or any of their respective Subsidiaries and their Affiliates, (D) would individually or in the aggregate reasonably be expected to significantly and adversely affect the benefits, taken as a whole, that either Buyer reasonably expects to derive from the consummation of the transactions contemplated by this Agreement or (E) would individually or in the aggregate reasonably be expected to significantly and adversely affect the business, financial condition or results of operations of the Companies and their Subsidiaries, taken as a whole. (f) Subject to Section 5.7(e), in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the transaction contemplated by this Agreement, or any other agreement contemplated hereby, Seller and Buyers each shall cooperate in all respects with each other and use its respective reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. (g) Each of Buyers and Seller and the Companies shall promptly advise the other upon receiving any communication from any Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed. (h) In furtherance and not in limitation of the covenants of the parties contained in Sections 5.7(a), (d), (e) or conditioned(f), with respect to the consents, waivers, approvals, authorizations and permits sought to be obtained from third parties (other than from Governmental Entities) (“Third Party Consents”), the costs paid to any third party with respect to Third Party Consents shall be borne 50% by Seller and 50% by Buyers. To the extent that a party seeking a Third Party Consent is unable to obtain such Third Party Consent for anything necessary, proper or advisable to consummate the transactions contemplated by this Agreement, such party shall obtain acceptable alternative arrangements, with the other party’s participation, cooperation and approval; provided, that the costs paid to any third party with respect to obtaining any acceptable alternative arrangement shall be borne 50% by Seller and 50% by Buyers; provided further, that this obligation shall survive Closing. (i) As used in this Agreement, the term “Regulatory Laws” means any Law enacted by any Governmental Entity relating to antitrust matters, insurance, or regulating competition.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of PVFC constituting a part thereof and all related documents. PVFC shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and PVFC and its legal, financial and accounting advisors, shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. PVFC agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as PVFC has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC PVFC and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT PVFC shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC PVFC and CCT FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of PVFC and FNB agrees that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of PVFC and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements in this Agreement not false or misleading, to promptly inform the other party thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of PVFC. (c) FNB agrees to advise PVFC, promptly after FNB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective 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, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. PVFC and FNB 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 PVFC or FNB, 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, Regulatory Agency 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB 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 and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB and its Subsidiaries, including the Surviving Company after giving effect to the Merger, taken as a whole after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, PVFC agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of PVFC and FNB following consummation of the Merger. (e) Each of FNB and PVFC shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT PVFC or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto transactions contemplated by this Agreement. (f) Each of FNB and PVFC shall promptly notify the provide each other party (i) upon becoming aware of with any event written communications received from any Regulatory Agency or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) PVFC and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the Federal Reserve Board, the FDIC, the OCC, the NYSE or NASDAQ. In addition, the Chief Executive Officers of PVFC and FNB shall be permitted to respond to appropriate questions about the Merger from the press. PVFC and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare NewMil and file Nutmeg (as to information to be included therein pertaining to Nutmeg) shall promptly cause to be prepared and filed with the SEC the Registration StatementStatement for the purpose of registering the NewMil Common Stock to be issued in the Merger, and with the OTS the Proxy Statement for the purpose of soliciting votes on the Merger from the holders of Nutmeg Capital Stock. Each of FSIC NewMil and CCT Nutmeg shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC and the Proxy Statement approved by the OTS as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC or OTS staff regarding the information contained in the Registration Statement or Proxy Statement. If at any time after the Registration Statement or Proxy Statement is filed with the SEC or OTS, and prior to the Closing Date, any event relating to Nutmeg is discovered which should be set forth in an amendment of, or a supplement to, the Registration Statement or Proxy Statement, Nutmeg shall promptly inform NewMil and shall furnish NewMil with all necessary information relating to such event whereupon NewMil shall promptly cause an appropriate amendment to the Registration Statement or Proxy Statement to be filed with the SEC or OTS. Upon the effectiveness of such amendment, Nutmeg (if prior to the meeting of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon its shareholders entitled to vote at such effectivenessmeeting. FSIC NewMil shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and Nutmeg shall use reasonable best efforts to furnish all information concerning CCT Nutmeg and the holders of CCT Nutmeg Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall 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, 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 and the effectiveness of the Stockholder Agreement). Nutmeg and NewMil 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 preparation exchange of information, all the information relating to Nutmeg or NewMil and New Milford Savings Bank, as the case may be, 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; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 contemplation of the transactions contemplated herein. (c) Nutmeg shall, upon request, furnish NewMil with all information reasonably requested concerning Nutmeg and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement, the Proxy Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT NewMil or any of their respective Consolidated Subsidiaries New Milford Savings Bank to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC NewMil and CCT Nutmeg shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioned.delayed

Regulatory Matters. (ai) FSIC and CCT shall There are no pending, or to the Knowledge of Synovus, threatened disputes or controversies (including with respect to capital requirements) as promptly as practicable, but in no case later than five (5) Business Days after of the date hereof between Synovus or any of its Affiliates and any Governmental Authority (or any capital plan, supervisory agreement or order with any Governmental Authority entered into or binding upon Synovus or any of its Affiliates) that (A) would reasonably be expected to prevent Synovus from being able to perform its obligations under this Agreement or (B) would reasonably be expected to impair the validity or consummation of this AgreementAgreement or the transactions contemplated hereby. As of the date hereof, jointly prepare (x) neither Synovus nor any of its Affiliates has received any indication from any Governmental Authority that such Governmental Authority will oppose the transactions contemplated hereby and file with (y) to the SEC the Registration Statement. Each Knowledge of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits and approvals Synovus no Governmental Authority required to carry out provide a Synovus Required Approval will oppose or not grant such Synovus Required Approval or grant such Synovus Required Approval subject to a Synovus Burdensome Condition. As of the Transactionsdate hereof, if anyneither Synovus nor any of its Affiliates is subject to any cease-and-desist or other similar order or enforcement action issued by, and CCT shall use reasonable best efforts or is a party to furnish all information concerning CCT and any written agreement, consent agreement or memorandum of understanding with, any Governmental Authority or is a party to any commitment letter or similar undertaking that prohibits the holders consummation of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionthis Agreement or the transactions contemplated hereby. (bii) Each Synovus was rated at least satisfactory following its most recent CRA examination by the regulatory agency responsible for its supervision prior to the date hereof. Neither Synovus nor any of FSIC and CCT shall cooperate with its Affiliates has received any written notice prior to the other in date hereof of any planned or threatened objection by any banking community group to the preparation transactions contemplated hereby. As of the Registration Statement date hereof, both currently and shall furnish after giving effect to the other all information reasonably requested transactions contemplated hereby (on a pro forma basis): (A) Synovus is and will be at least “well-capitalized” (as may be reasonably necessary or advisable in connection with the Registration Statement that term or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries replacement term therefor is defined from time to any Governmental Entity time in connection with the Mergers and the other Transactions. Prior regulations applicable to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus Synovus’s capital); and (iiB) after the receipt Synovus meets all capital requirements, standards and ratios required by it of any comments of the SEC each state or federal bank regulator with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Lawjurisdiction over Synovus, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of including any such approval may be materially delayed higher requirement, standard or conditionedratio as applied to Synovus by state or federal bank regulator.

Regulatory Matters. (a) FSIC For the purposes of holding the Shareholders Meeting (as such term is defined in Section 5.7 hereof), and CCT qualifying under applicable federal and state securities laws the HUBCO Common Stock to be issued to LFB shareholders in connection with the Merger, the parties hereto shall as promptly as practicable, but cooperate in no case later than five (5) Business Days after the date of this Agreement, jointly prepare preparation and file filing by HUBCO with the SEC of a Registration Statement including a combined proxy statement and prospectus satisfying all applicable requirements of applicable state and federal laws, including the 1933 Act, the 1934 Act and applicable state securities laws and the rules and regulations thereunder (such proxy statement and prospectus in the form mailed by LFB and HUBCO to the LFB shareholders together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement-Prospectus" and the various documents to be filed by HUBCO under the 1933 Act with the SEC to register the HUBCO Common Stock for sale, including the Proxy Statement-Prospectus, are referred to herein as the "Registration Statement. Each of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action"). (b) Each of FSIC HUBCO shall furnish LFB with such information concerning HUBCO and CCT shall cooperate its Subsidiaries (including, without limitation, information regarding other transactions which HUBCO is required to disclose) as is necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to such corporations, to comply with Section 5.6(a) hereof. HUBCO agrees promptly to advise LFB if at any time prior to the Shareholders' Meeting any information provided by HUBCO in the Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and promptly to provide LFB with the other information needed to correct such inaccuracy or omission. HUBCO shall promptly furnish LFB with such supplemental information as may be necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to HUBCO and the HUBCO Subsidiaries, to comply with Section 5.6(a) after the mailing thereof to LFB shareholders. (c) LFB shall furnish HUBCO with such information concerning LFB as is necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to LFB, to comply with Section 5.6(a) hereof. LFB agrees promptly to advise HUBCO if at any time prior to the Shareholders' Meeting, any information provided by LFB in the preparation Proxy Statement-Prospectus becomes incorrect or incomplete in any material respect and promptly to provide HUBCO with the information needed to correct such inaccuracy or omission. LFB shall promptly furnish HUBCO with such supplemental information as may be necessary in order to cause the Proxy Statement-Prospectus, insofar as it relates to LFB and the Association to comply with Section 5.6(a) after the mailing thereof to LFB shareholders. (d) HUBCO shall as promptly as practicable make such filings as are necessary in connection with the offering of the HUBCO Common Stock with applicable state securities agencies and shall use all reasonable efforts to qualify the offering of such stock under applicable state securities laws at the earliest practicable date. LFB shall promptly furnish HUBCO with such information regarding the LFB shareholders as HUBCO requires to enable it to determine what filings are required hereunder. LFB authorizes HUBCO to utilize in such filings the information concerning LFB and the Association provided to HUBCO in connection with, or contained in, the Proxy Statement-Prospectus. HUBCO shall furnish LFB's counsel with copies of all such filings and keep LFB advised of the status thereof. HUBCO and LFB shall as promptly as practicable file the Registration Statement containing the Proxy Statement-Prospectus with the SEC, and each of HUBCO and LFB shall promptly notify the other of all communications, oral or written, with the SEC concerning the Registration Statement and the Proxy Statement-Prospectus. (e) HUBCO shall furnish cause the HUBCO Common Stock issuable pursuant to the Merger to be listed on NASDAQ at the Effective Time. HUBCO shall cause the HUBCO Common Stock which shall be issuable pursuant to exercise of Stock Options to be accepted for listing on NASDAQ when issued. (f) The parties hereto will cooperate with each other and use their reasonable best efforts to prepare all necessary documentation, to effect all necessary filings and to obtain all necessary permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary to consummate the transactions contemplated by this Agreement as soon as possible, including, without limitation, those required by the FDIC, the FRB, the OTS, the Department, the SEC and (if required) the DEP. Without limiting the foregoing, the parties shall use reasonable business efforts to file for approval or waiver by the appropriate bank regulatory agencies within 45 days after the date hereof. The parties shall each have the right to review in advance (and shall do so promptly) all filings with, including all information reasonably requested relating to the other, as the case may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICbe, CCT or and any of their respective Consolidated Subsidiaries to subsidiaries, which appears in any filing made with, or written material submitted to, any third party or Governmental Entity in connection with the Mergers transactions contemplated by this Agreement. (g) Each of the parties will promptly furnish each other with copies of written communications received by them or any of their respective subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated hereby. (h) LFB acknowledges that HUBCO is in or may be in the process of acquiring other banks and financial institutions and that in connection with such acquisitions, information concerning LFB may be required to be included in the registration statements, if any, for the sale of securities of HUBCO or in SEC reports in connection with such acquisitions. HUBCO shall provide LFB and its counsel with copies of such registration statements at the time of filing. LFB agrees to provide HUBCO with any information, certificates, documents or other Transactions. Prior materials about LFB as are reasonably necessary to be included in such other SEC reports or registration statements, including registration statements which may be filed by HUBCO prior to the Effective Time. LFB shall use its reasonable efforts to cause its attorneys and accountants to provide HUBCO and any underwriters for HUBCO with any consents, each party hereto comfort letters, opinion letters, reports or information which are necessary to complete the registration statements and applications for any such acquisition or issuance of securities. HUBCO shall promptly notify reimburse LFB for reasonable expenses thus incurred by LFB should this transaction be terminated for any reason. HUBCO shall not file with the other party SEC any registration statement or amendment thereto or supplement thereof containing information regarding LFB unless LFB shall have consented in writing to such filing, which consent shall not be unreasonably delayed or withheld. (i) upon becoming aware Between the date of any event or circumstance that is required this Agreement and the Effective Time, LFB shall cooperate with HUBCO to be described in an amendment reasonably conform LFB's policies and procedures regarding applicable regulatory matters to the Registration Statement or in a supplement those of HUBCO, as HUBCO may reasonably identify to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect LFB from time to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Lawtime, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entityprovided, the consent or approval of which is required for consummation of the Transactionshowever, that causes implementation of such party to believe that there is a reasonable likelihood that any Regulatory Approval will not conforming actions may at LFB's discretion be obtained or that delayed until the time period following receipt of any such approval may be materially delayed or conditionedshareholder and all regulatory approvals, as provided at Section 5.15.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly HomeTrust shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by HomeTrust and Jefferson, will be included. Each of FSIC HomeTrust and CCT Jefferson shall use its commercially reasonable best efforts 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 Jefferson and HomeTrust shall use its commercially reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the Form S-4 being declared effective, Jefferson shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC HomeTrust shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Jefferson shall use reasonable best efforts to furnish all information concerning CCT Jefferson and the holders of CCT Jefferson Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Jefferson or HomeTrust, or any of their respective affiliates, directors or officers, should be discovered by Jefferson 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 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 that 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 extent required by applicable law, disseminated to Jefferson’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Jefferson and HomeTrust shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. HomeTrust and CCT Jefferson shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of HomeTrust Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC’s staff and each party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Jefferson and HomeTrust, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, HomeTrust and Jefferson shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Jefferson (in the case of HomeTrust) or HomeTrust (in the case of Jefferson) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under the HSR Act or other antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under the HSR Act or other antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to 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, Regulatory Agencies and other 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 terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or other Governmental Entities. In furtherance (but not in limitation) of the foregoing, HomeTrust shall, and shall cause HomeTrust Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board, the DFI, the OCC, the FDIC, if applicable, and under the HSR Act, if applicable, within forty-five (45) days after the date hereof. Jefferson and HomeTrust 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 confidentiality of information, all the information relating to Jefferson or HomeTrust, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other 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. (d) Each of HomeTrust and Jefferson shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICHomeTrust, CCT Jefferson or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC HomeTrust and CCT Jefferson shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.2(d)).

Regulatory Matters. (a) FSIC and CCT NGP shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statementpreliminary proxy materials that shall constitute the "PROXY STATEMENT/PROSPECTUS". Each of FSIC and CCT NGP shall use its all reasonable best efforts to have the cause a definitive Proxy Statement/Prospectus and Registration Statement declared effective under relating to the Securities Act adoption of this Agreement and the transactions contemplated hereby by NGP's stockholders to be filed as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC NGP shall thereafter use all reasonable best efforts to cause the Joint Registration Statement to become effective and mail or deliver the Proxy Statement/Prospectus to its stockholders. The Price Entities and the members of the Price Group shall be promptly mailed given an opportunity to review and comment on the Proxy Statement/Prospectus and any amendment or delivered supplement thereto prior to their respective stockholders upon filing with the SEC and NGP shall consider any such effectivenesscomments in good faith. FSIC NGP shall also use its all reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT each member of the Price Group shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock such party as may be reasonably requested by FSIC NGP in connection with (i) any such actionaction and (ii) any Proxy Statement/Prospectus or Registration Statement. NGP agrees to provide the Price Entities any comments which NGP or its counsel receive from the staff of the SEC with respect to the Proxy Statement/Prospectus promptly after receipt thereof. NGP agrees to correct any information provided by the Price Group that shall have become false or misleading in any respect and NGP further agrees to take all reasonable steps to cause such Proxy Statement/Prospectus as so corrected to be filed with the SEC and disseminated to NGP's stockholders, in each case (i) to the extent requested by the Price Group and (ii) as and to the extent required by the applicable provisions of the Securities Laws. (b) Each of FSIC and CCT The parties hereto shall 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 Authorities 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 Authorities. NGP, on the one hand, and the Prices, AGC and GEI, on the other hand, shall be provided with the opportunity to review in advance, and, to the preparation 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 NGP, Newco, AGC, GEI or the Transferred Entities, 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 Authority in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 Authorities 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. (c) NGP, on the one hand, and the Prices, AGC and GEI, on the other hand, shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICNewco, CCT NGP, AGC, GEI, the Transferred Entities or any of their respective Consolidated Subsidiaries to any Governmental Entity Authority in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable LawNGP, each of FSIC on the one hand, and CCT the Prices, AGC and GEI, on the other hand, shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Authority whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly W▇▇▇▇▇▇ and NewMil shall cooperate in preparing and each shall cause to be 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 W▇▇▇▇▇▇ shall prepare and file with the SEC a registration statement on Form S-4 with respect to the issuance of W▇▇▇▇▇▇ Common Stock in the Merger (such Form S-4, and any amendments or supplements thereto, the “Registration Statement”). The proxy statement-prospectus will be included as a prospectus in and will constitute a part of the Registration StatementStatement as W▇▇▇▇▇▇’▇ prospectus. Each of FSIC W▇▇▇▇▇▇ and CCT NewMil shall use its reasonable best efforts to have the Proxy Materials cleared by the SEC and the Registration Statement declared effective under by the Securities Act as promptly as practicable after such filing SEC and to keep the Registration Statement effective as long as is necessary to consummate the MergersMerger and the transactions contemplated thereby. CCT W▇▇▇▇▇▇ and FSIC NewMil shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Materials or to the Registration Statement received from the SEC. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Materials and the Registration Statement prior to its filing with the SEC, respectively, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to 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. W▇▇▇▇▇▇ will use reasonable best efforts to allow NewMil to cause the Joint Proxy Statement/Prospectus Materials to be mailed to NewMil stockholders as promptly mailed as practicable after the Registration Statement is declared effective under the Securities Act. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Proxy Materials have been approved by the SEC and the Registration Statement has become effective, the issuance of any stop order, the suspension of the qualification of the W▇▇▇▇▇▇ Common Stock issuable in connection with the Merger for offering or delivered 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 W▇▇▇▇▇▇ or NewMil, or any of their respective affiliates, officers or directors, should be discovered by W▇▇▇▇▇▇ 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 upon such effectiveness. FSIC of NewMil. (b) W▇▇▇▇▇▇ also shall also use its reasonable best efforts take any action (other than qualifying to obtain all necessary do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities Law or “blue sky” permits laws in connection with the Merger and approvals required to carry out the Transactions, if any, each of NewMil and CCT W▇▇▇▇▇▇ shall use reasonable best efforts to furnish all information concerning CCT it and the holders of CCT its Common Stock as may be reasonably requested by FSIC in connection with any such action. (bc) Each Prior to the Effective Time, W▇▇▇▇▇▇ take such action as is necessary in order to list on the New York Stock Exchange the additional shares of FSIC W▇▇▇▇▇▇ Common Stock to be issued by W▇▇▇▇▇▇ in exchange for the shares of NewMil Common Stock. (d) W▇▇▇▇▇▇ and CCT NewMil will 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 or waivers thereof 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). W▇▇▇▇▇▇ and NewMil shall cooperate with each other to effect the foregoing. NewMil and W▇▇▇▇▇▇ shall have the right to review in advance, and to the extent practicable each will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable Laws relating to the other exchange of information, all the information reasonably requested relating to NewMil or W▇▇▇▇▇▇, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement written materials submitted to, any third party or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the other Transactionstransactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (ce) Subject to applicable Law, each of FSIC W▇▇▇▇▇▇ and CCT NewMil shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval Approval) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC GCBS and CCT CVBG shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementJoint Proxy Statement and GCBS shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of FSIC GCBS and CCT CVBG shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GCBS and FSIC CVBG shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC GCBS shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT CVBG shall use reasonable best efforts to furnish all information concerning CCT CVBG and the holders of CCT Common CVBG Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to or after 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 shareholders of GCBS and CVBG. (b) Each of FSIC and CCT The parties hereto shall 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, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. GCBS and CVBG 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 preparation exchange of information, all the information relating to GCBS or CVBG, 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 Registration Statement parties hereto shall act reasonably and shall 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 transactions contemplated herein. (c) Each of GCBS and CVBG shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICCVBG, CCT GCBS or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each Each of FSIC GCBS and CCT CVBG shall promptly advise the other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined below) will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (e) GCBS and CVBG shall promptly furnish each other with copies of written communications received by GCBS and CVBG, as the case may be, or conditionedany of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC GBDC and CCT GCIC shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT GBDC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT GCIC and FSIC GBDC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC GBDC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT GCIC shall use reasonable best efforts to furnish all information concerning CCT GCIC and the holders of CCT GCIC Common Stock as may be reasonably requested by FSIC GBDC in connection with any such action. (b) Each of FSIC GBDC and CCT GCIC shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICGBDC, CCT GCIC or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC GBDC and CCT GCIC shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicablepracticable following the Effective Date, but in no case later than five (5) Business Days after the date of this Agreement, jointly Company shall prepare and file with the SEC the Registration Company Proxy Statement. Each The Purchaser and the Company will cooperate and consult with each other in the preparation of FSIC the Company Proxy Statement. Without limiting the generality of the foregoing, the Purchaser will use its commercially reasonable efforts to furnish the Company with the information relating to it (and CCT to the New Directors) required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement three (3) Business Days after the Effective Date. At least five (5) Business Days prior to the filing of the Company Proxy Statement, the Company shall provide a draft of the Company Proxy Statement to the Purchaser for review. No filing of the Company Proxy Statement with the SEC shall occur without the written approval of the Purchaser or its counsel, which approval shall not 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 Registration Company Proxy Statement declared effective under within five (5) Business Days thereafter, the Securities Act 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). 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 keep file the Registration Company Proxy Statement effective in definitive form as long soon as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if anypracticable thereafter, and CCT shall use reasonable best efforts each party agrees to furnish all information concerning CCT consult and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other party in the preparation that regard. Upon filing of the Registration Company Proxy Statement and in definitive form with the SEC, the Company shall furnish thereafter mail or deliver the Company Proxy Statement to its shareholders. If at any time prior to the other all Closing any event occurs or information reasonably requested as may be reasonably necessary or advisable in connection with relating to the Registration Statement or any other filing or application made by or on behalf of FSICCompany, CCT or any of their respective Consolidated Subsidiaries to its affiliates, directors or officers, or the Purchaser or any Governmental Entity in connection with of its Affiliates, officers, or the Mergers and New Directors, should be discovered by the other Transactions. Prior to Company or the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance Purchaser that is required to should be described set forth in an amendment to the Registration Statement or in a supplement to the Joint Company Proxy Statement/Prospectus and (ii) after , so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the receipt by it of any comments statements therein, in light of the SEC with respect circumstances under which they were made, not misleading, the applicable party shall promptly disclose the same to the Joint Proxy Statement/Prospectus other, and the Company shall as soon as practicable file an appropriate amendment or supplement describing such information and, to the Registration Statement. (c) Subject to extent required by applicable Law, each of FSIC and CCT cause the same to be disseminated to the Company’s shareholders. No amendment or supplement to the Company Proxy Statement shall promptly advise be filed without the other upon receiving any communication from any Governmental Entity, the consent or approval of the Purchaser, which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will approval shall not be obtained or that the receipt of any such approval may be materially unreasonably withheld, delayed or conditioned.

Regulatory Matters. (a) FSIC The parties hereto shall promptly cooperate with each other in the preparation and CCT shall as promptly as practicablefiling of the Form S-1, but in no case later than five (5) Business Days after the date 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 5.2 of this AgreementAgreement (the "Company Proxy Statement" and the "Keystone Proxy Statement," respectively) under the Securities Act and the Exchange Act, jointly prepare and file with the SEC the Registration Statementas applicable. Each of FSIC the Holding Company, Keystone and CCT the Company shall use its reasonable best efforts to have the Registration Statement Form S-1 declared effective under the Securities Act, the Company Proxy Statement approved for mailing in definitive form under the Exchange Act and the Keystone Proxy Statement approved or not objected to under the Banking Law and the regulations of the FDIC as promptly as practicable after such filing filings and the receipt of non-objection or approval, as the case may be, of the Application for Conversion by the FDIC and the Department, and thereafter the Company shall promptly mail to keep its shareholders the Registration Company Proxy Statement effective as long as necessary and Prospectus and Keystone shall promptly mail, or in the case of the Prospectus make available, to consummate its depositors the MergersKeystone Proxy Statement and the Prospectus. CCT and FSIC The Holding Company also shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “"blue sky” " permits and approvals required to carry out the Transactions, if any, issuance of Holding Company Common Stock in connection with the Merger and CCT the Conversion. The Company shall use reasonable best efforts to furnish all information concerning CCT the Company and the holders of CCT the Company Common Stock as may be reasonably requested by FSIC in connection with any 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 so registered or qualified, the Company shall promptly take such actionaction as the parties hereto mutually agree in order to eliminate, reduce or mitigate, to the extent possible, any contingent or other liability which the Company may have as a result of such offering. (b) Each of FSIC and CCT The parties hereto shall 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, and to obtain as promptly as practicable all permits, consents, approvals and authorizations of all Governmental Entities and third parties which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Conversion, the Merger and the Bank Merger). Keystone and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable laws relating to the preparation exchange of information, all the information 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. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 transactions contemplated herein. (c) Keystone and the Company shall, upon request, furnish each other with all information reasonably requested concerning themselves, their respective Subsidiaries, directors and officers and shareholders of the Company and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Form S-1 or any other filing statement, filing, notice or application made by or on behalf of FSICKeystone, CCT the Holding Company, the Company or any of their respective Consolidated Subsidiaries the Bank to any Governmental Entity in connection with the Mergers Conversion, the Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementtransactions contemplated hereby. (cd) Subject to applicable Law, each of FSIC Keystone and CCT the Company shall promptly advise furnish each other with copies of written communications received by Keystone or the other upon receiving Company, as the case may be, or any communication from of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity, the consent or approval of which is required for consummation Entity in respect of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditionedtransactions contemplated hereby.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly Banner shall promptly prepare and file with the SEC the Registration S-4, in which the Proxy Statement, which will be prepared jointly by Banner and Home, will be included. Each of FSIC Banner and CCT Home shall use its commercially reasonable best efforts 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 Banner shall use its commercially reasonable best efforts to have the Registration Statement S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the S-4 being declared effective, Home shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC Banner shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Home shall use reasonable best efforts to furnish all information concerning CCT Home and the holders of CCT Home Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Home or Banner, or any of their respective affiliates, directors or officers, should be discovered by Home or Banner that should be set forth in an amendment or supplement to either the S-4 or the Proxy Statement, so that either such document 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 that 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 extent required by applicable law, disseminated to Home’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Banner shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide Home with copies of FSIC any such filings. Banner shall advise Home, promptly after receipt of notice thereof, of (and CCT provide copies of any notices or communications with respect to) the time of the effectiveness of the S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of Banner Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the S-4, comments thereon from the SEC’s staff and each party’s responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the S-4 shall be filed without the approval of each of Home and Banner, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, Banner and Home shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Home (in the case of Banner) or Banner (in the case of Home) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under the HSR Act or other antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Regulatory Agencies or other Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under the HSR Act or other antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Regulatory Agency or other Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to 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, Regulatory Agencies and other 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 terms and conditions of all such permits, consents, approvals and authorizations of all such third parties or Governmental Entities. In furtherance (but not in limitation) of the foregoing, Banner shall, and shall cause Banner Bank to, use commercially reasonable efforts to file any required applications, notices or other filings with the Federal Reserve Board, the DFI, the Idaho Department, the Oregon Division, and the FDIC within forty-five (45) days after the date hereof. Home and Banner 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 confidentiality of information, all the information relating to Home or Banner, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies, and other 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. (d) Each of Banner and Home shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICBanner, CCT Home or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC Banner and CCT Home shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.2(e)).

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare EFC and file MidConn Bank (as to information to be included therein pertaining to MidConn Bank) shall promptly cause to be prepared and filed with the SEC a registration statement of EFC on Form S-4, including the Joint Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the EFC Common Stock to be issued in the Merger (including the EFC Common Stock that may be issued upon exercise of the options referred to in Section 1.6 hereof), and for soliciting the approval of this Agreement and the Merger by the shareholders of MidConn Bank and for soliciting the approval by the shareholders of EFC of the issuance of the EFC Common Stock to MidConn Bank's shareholders as part of the Merger. Each of FSIC The Joint Proxy Statement/Prospectus also shall be filed by MidConn Bank with the FDIC on Form F-5 (the "Form F-5"). EFC and CCT MidConn Bank shall use its their reasonable best efforts to have the Registration Statement and the Form F-5 declared effective under by the Securities Act SEC and approved by the FDIC, respectively, as soon as possible after the filing. The parties shall cooperate in responding to and considering any questions or comments from the SEC and FDIC staff regarding the information contained in the Registration Statement concerning MidConn Bank. If at any time after the Registration Statement and the Form F-5 are filed with the SEC and FDIC, and prior to the Closing Date, any event relating to any party hereto is discovered by such party, which should be set forth in an amendment of, or a supplement to, the Registration Statement and the Form F-5, including the Joint Prospectus/Proxy Statement (including, without limitation, any change in the O & Co. Fairness Opinion), such party shall promptly so inform EFC and MidConn Bank (as applicable), and shall furnish EFC and MidConn Bank (as applicable) with all necessary information relating to such event whereupon EFC and MidConn Bank shall promptly cause an appropriate amendment to the Registration Statement and the Form F-5 to be filed with the SEC and the FDIC. Upon the effectiveness of such amendment, EFC and MidConn Bank (if prior to the meetings of shareholders pursuant to Section 6.3 hereof) will take all necessary action as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus permit an appropriate amendment or supplement to be promptly mailed or delivered transmitted to their respective stockholders upon shareholders entitled to vote at such effectivenessmeetings. FSIC EFC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Articles of Combination and MidConn Bank shall use reasonable best efforts to furnish all information concerning CCT MidConn Bank and the holders of CCT MidConn Bank Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best 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 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). MidConn Bank and EFC 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 preparation exchange of information, all the information relating to MidConn Bank or EFC and Eagle Bank, as the case may be, 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; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 contemplation of the transactions contemplated herein. (c) MidConn Bank shall, upon request, furnish EFC with all information reasonably requested concerning MidConn Bank and its directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Statement, the Form F-5 or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT EFC or any of their respective Consolidated Subsidiaries Eagle Bank to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC EFC and CCT MidConn Bank shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare ▇▇▇▇▇▇▇ and file Eagle (as to information to be included therein pertaining to Eagle) shall promptly cause to be prepared and filed with the SEC a registration statement of ▇▇▇▇▇▇▇ on Form S-4, including the Joint Proxy Statement/Prospectus (the "Registration Statement") for the purpose of registering the ▇▇▇▇▇▇▇ Common Stock to be issued in the Merger, and for soliciting the adoption and approval of this Agreement and the Merger by the stockholders of Eagle and ▇▇▇▇▇▇▇. Each of FSIC ▇▇▇▇▇▇▇ and CCT Eagle shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as promptly soon as practicable possible after such the filing thereof. The parties shall cooperate in responding to and to keep 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 effective as long as necessary is filed with the SEC, and prior to consummate the Mergers. CCT and FSIC shall use reasonable best efforts Closing Date, any event relating to cause Eagle is discovered by Eagle which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Joint Proxy Statement/Prospectus Prospectus, Eagle shall promptly inform ▇▇▇▇▇▇▇, and shall furnish ▇▇▇▇▇▇▇ with all necessary information relating to such event, whereupon ▇▇▇▇▇▇▇ shall promptly cause an appropriate amendment to the Registration Statement to be promptly mailed or delivered filed with the SEC. Upon the effectiveness of such amendment, each of Eagle and ▇▇▇▇▇▇▇ (if prior to their the meeting of its respective stockholders upon 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 stockholders entitled to vote at such effectivenessmeeting. FSIC ▇▇▇▇▇▇▇ shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, transactions contemplated by this Agreement and CCT the Bank Merger Agreement and Eagle shall use reasonable best efforts to furnish all information concerning CCT Eagle and the holders of CCT Eagle Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT The parties hereto shall cooperate with each other and use their best 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 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 Bank Merger). Eagle and ▇▇▇▇▇▇▇ 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 preparation exchange of information, all the information relating to Eagle or ▇▇▇▇▇▇▇, as the case may be, 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; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 consummation of the transactions contemplated herein. (c) Eagle shall, upon request, furnish ▇▇▇▇▇▇▇ with all information reasonably requested concerning Eagle and its directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries ▇▇▇▇▇▇▇ to any Governmental Entity in connection with the Mergers and Merger or the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC ▇▇▇▇▇▇▇ and CCT Eagle shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c) hereof) will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC The Company shall promptly prepare and CCT shall as promptly as practicablefile with the SEC, but in no case later than thirty-five (535) Business Days days after the date of this Agreement, jointly prepare the Proxy Statement, and file each of the Parent Entities shall cooperate with the SEC Company in connection with the Registration preparation of the Proxy Statement. Each of FSIC and CCT The Company shall use its reasonable best efforts to have the Registration Proxy Statement declared effective under cleared by the Securities Act SEC as promptly as practicable after such filing and shall thereafter as promptly as practicable (but in any event no later than ten (10) days thereafter) mail or deliver the Proxy Statement to keep its stockholders. The Company shall as promptly as reasonably practicable notify Parent of the Registration receipt of any oral or written comments from the staff of the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with the opportunity to review and comment on (i) the draft of the Proxy Statement effective (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to the filing of the Proxy Statement with or sending such to the SEC, and the Company will (x) consider Parent’s comments in good faith, (y) not make any statement therein regarding Parent or any of its affiliates without Parent’s consent (not to be unreasonably withheld), except as long may be required by applicable Law and (z) provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. If at any time prior to the Effective Time, any information should be discovered by any party hereto which should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement 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 the 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 applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and disseminated by the Company to its stockholders. (b) The parties hereto shall 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 Mergerstransactions contemplated by this Agreement (including the Merger, the Bank Merger and the Holdco 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. CCT Without limiting the generality of the foregoing, as soon as practicable and FSIC in no event later than forty-five (45) days after the date of this Agreement, each of the Parent Entities and the Company shall, and shall cause their respective Subsidiaries to, prepare and file any applications, notices and filings required to be filed with any regulatory agency in order to obtain the Requisite Regulatory Approvals; provided, that, notwithstanding that Company Bank is required to file an application under the Bank Merger Act, each of the Parent Entities shall, and shall cause their respective Subsidiaries to, prepare such application and be responsible for the approval process relating thereto. In connection with the foregoing, any filing party shall request confidential treatment for any information another party shall request be kept confidential, to the extent permitted by applicable Law, and shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus such request to be granted. Subject to Section 6.1(c), each of the Parent Entities and the Company shall use, and shall cause its applicable Subsidiaries to use, reasonable best efforts to obtain each such Requisite Regulatory Approval as promptly mailed as reasonably practicable. Each of the Parent Entities and the Company 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, any filing made with, or delivered 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 hereto shall act reasonably and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to their respective stockholders upon such effectivenessthe 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 parties apprised promptly of the status of filings and applications, including communications with Governmental Entities, and all other matters relating to completion of the transactions contemplated hereby. FSIC Each party shall also consult with the other parties in advance of any meeting or conference with any Governmental Entity in connection with the transactions contemplated by this Agreement. (c) In furtherance and not in limitation of the foregoing, each of the Parent Entities and the Company shall use its reasonable best efforts to obtain all necessary state securities Law avoid the entry of, or to have vacated, lifted, reversed or overturned, any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that would restrain, prevent or delay the Closing; provided that none of the Parent Entities shall have any obligation to litigate or participate in the litigation of any action, suit or proceeding, whether judicial or administrative, in order to oppose or defend any action, suit or proceeding by the Federal Reserve Board, the OCC, the FDIC, the NYDFS, the SEC or FINRA. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed to require any of the Parent Entities or permit the Company to take any action, or commit to take any action, or agree to any condition or restriction that would (i) reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or condition (financial or otherwise) of Parent and its Subsidiaries, taken as a whole after giving effect to the transactions contemplated hereby (but measured on a scale relative to the Company and its Subsidiaries, taken as a whole as of the date hereof), (ii) cause Parent to lose, suffer any diminution in or have otherwise adversely modified or impaired any of its legislative or regulatory rights, statuses or privileges or have an adverse effect on the regulatory exemptions available to Parent due to any of the foregoing or (iii) cause Parent or any of its Subsidiaries (other than Parent Bank, Company Bank and their respective Subsidiaries) to either (x) divest, restrict or be subject to any limit on any lawful business or activity (other than, in the case of this clause (iii), either (A) the closure of offices, or similar requirements, resulting from competition issues or (B) regulatory conditions that would be de minimis) or (y) be subject to any prior notice or approval rights with respect to the ability to engage in any lawful business or activity (each of clauses (i), (ii) and (iii), a “blue sky” permits Materially Burdensome Regulatory Condition”). (d) Each of the Parent Entities and approvals required to carry out the TransactionsCompany shall, if anyupon request, and CCT shall use reasonable best efforts to furnish each other with all information concerning CCT themselves, their Subsidiaries, directors, officers and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any stockholders and such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested matters as may be reasonably necessary or advisable in connection with the Registration Proxy Statement or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger, the Bank Merger, the Holdco Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to To the extent permitted by applicable Law, each of FSIC the Parent Entities and CCT the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed delayed. As used in this Agreement, “Requisite Regulatory Approvals” shall mean all regulatory authorizations, consents, orders or conditionedapprovals from the OCC, the Federal Reserve Board and, if required, the FDIC.

Regulatory Matters. (a) FSIC and CCT NCC shall prepare the Registration Statement as promptly as practicable, but in no case later than five (5) Business Days reasonably practicable after the date hereof. Assuming that FFHI promptly furnishes all information concerning the FFHI Companies needed for preparation of this Agreementthe Registration Statement, jointly prepare and NCC shall use commercially reasonable efforts to file the Registration Statement with the SEC within 90 days following the Registration Statementdate hereof. Each of FSIC and CCT NCC shall use its commercially reasonable best efforts to have the Registration Statement declared effective under the Securities 1933 Act as promptly as reasonably practicable after such filing and to keep filing. As promptly as reasonably practicable after the Registration Statement has been declared effective as long as necessary to consummate by the Mergers. CCT and FSIC SEC, FFHI shall use reasonable best efforts to cause mail the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessholders of FFHI Common Stock simultaneously with delivery of notice of the FFHI Stockholders’ Meeting. FSIC NCC shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits Permits and approvals required to carry out the Transactions, if anytransaction provided for in this Agreement, and CCT FFHI shall use reasonable best efforts to furnish all information concerning CCT FFHI and the holders of CCT FFHI Common Stock as may be reasonably requested by FSIC in connection with any such action. If, at any time prior to the Effective Time, any event shall occur that should be set forth in an amendment of, or a supplement to, the Proxy Statement/Prospectus, the Party being aware of the event will promptly inform the other Party and the Parties will cooperate and assist each other in preparing such amendment or supplement and mailing the same to the holders of FFHI Common Stock. Subject to Section 10.1(k) of this Agreement, the FFHI Board shall unanimously recommend that the holders of FFHI Common Stock vote for and adopt the Merger provided for in the Proxy Statement/Prospectus and this Agreement. In accordance with the listing rules of the Nasdaq Stock Market, NCC shall cause the shares of NCC Common Stock issuable to the holders of FFHI Common Stock upon consummation of the Merger to be approved for listing on Nasdaq on or prior to the Closing Date. (b) Each of FSIC and CCT 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 that are necessary or advisable to consummate the transactions provided for in this Agreement and the Bank Merger Agreement. NCC and FFHI shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable Laws relating to the preparation exchange of information, all the information relating to NCC or FFHI, 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 transactions provided for in this Agreement. In exercising the foregoing right, each of the Registration Statement Parties shall act reasonably and shall as promptly as practicable. The Parties 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 transactions provided for in this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions provided for in this Agreement. (c) NCC and FFHI shall, upon request, furnish to the each other all information reasonably requested as concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters that may be reasonably necessary or advisable in connection with the Proxy Statement/Prospectus, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICNCC, CCT FFHI or any of their Subsidiaries to any Regulatory Authority in connection with the Merger, the Bank Merger and any other transactions provided for in this Agreement. (d) NCC and FFHI shall promptly furnish to each other copies of all applications, notices, petitions and filings with all Regulatory Authorities, and all written communications received by NCC or FFHI, as the case may be, or any of their respective Consolidated Subsidiaries Subsidiaries, Affiliates or associates from, or delivered by any of the foregoing to, any Regulatory Authority, in respect of the transactions provided for herein. (e) NCC will indemnify and hold harmless FFHI and its officers, directors and employees from and against any and all actions, causes of action, losses, damages, expenses or Liabilities to which FFHI or any Governmental Entity director, officer, employee or controlling person thereof may become subject under applicable Laws (including the 1933 Act and the ▇▇▇▇ ▇▇▇) and rules and regulations thereunder and will reimburse FFHI 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 Mergers and 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 other Transactions. Prior omission or alleged omission to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is state a material fact required to be described stated therein, or necessary in an amendment 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 NCC Company. (f) FFHI will indemnify and hold harmless NCC and its officers, directors and employees from and against any and all actions, causes of action, losses, damages, expenses or Liabilities to which NCC or any director, officer, employee or controlling person thereof may become subject under applicable Laws (including the 1933 Act and the ▇▇▇▇ ▇▇▇) and rules and regulations thereunder and will reimburse NCC 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 or in a supplement to the Joint Statement, Proxy Statement/Prospectus and (ii) after the receipt by it of Prospectus, or any comments of the SEC application, notice, petition, or filing with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will Authority or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein, or necessary in order to make the statement therein not be obtained or that the receipt of misleading, but only insofar as any such approval may be materially delayed statement or conditionedomission was made in reliance upon and in conformity with information furnished in writing in connection therewith by any FFHI Company.

Regulatory Matters. (a) FSIC and CCT NCC shall prepare the S-4 Registration Statement as promptly as practicablereasonably practicable after the date hereof. Assuming that Landmark promptly furnishes all information concerning the Landmark Companies needed for preparation of the S-4 Registration Statement, but in no case later than five (5) Business Days NCC shall use commercially reasonable efforts to file the S-4 Registration Statement with the SEC within 90 days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT NCC shall use its commercially reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities 1933 Act as promptly as reasonably practicable after such filing and to keep filing. As promptly as reasonably practicable after the S-4 Registration Statement has been declared effective as long as necessary to consummate by the Mergers. CCT and FSIC SEC, Landmark shall use reasonable best efforts to cause mail the Joint Proxy Statement/-Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessthe holders of Landmark Common Stock simultaneously with delivery of notice of the Landmark Stockholders’ Meeting. FSIC NCC shall also use its commercially reasonable best efforts to obtain all necessary state securities Law or “blue sky” permits Permits and approvals required to carry out the Transactionstransaction provided for in this Agreement, if anyto the extent required, and CCT Landmark shall use reasonable best efforts to furnish all information concerning CCT Landmark and the holders of CCT Landmark Common Stock as may be reasonably requested by FSIC in connection with any such action. If, at any time prior to the Effective Time, any event shall occur that should be set forth in an amendment of, or a supplement to, the Proxy Statement-Prospectus, the Party being aware of the event will promptly inform the other Party, and the Parties will cooperate and assist each other in preparing such amendment or supplement and mailing the same to the holders of Landmark Common Stock. Subject to Section 10.1(k) of this Agreement, the Landmark Board shall unanimously recommend that the holders of Landmark Common Stock vote for and adopt the Merger provided for in the Proxy Statement-Prospectus and this Agreement. In accordance with the listing rules of Nasdaq, NCC shall either, as applicable, (i) cause the shares of NCC Common Stock issuable to the holders of Landmark Common Stock upon consummation of the Merger to be approved for listing on Nasdaq on or prior to the Closing Date or (ii) notify Nasdaq of the issuance of the shares of NCC Common Stock in the Merger within the requisite time period after the Closing Date. (b) Each of FSIC and CCT The Parties shall cooperate with each other and use their commercially reasonable efforts to promptly prepare and file all necessary documentation within 90 days after the date of this Agreement, to effect all applications, notices, petitions and filings and to obtain as promptly as practicable all Consents of all third parties and Regulatory Authorities that are necessary or advisable to consummate the transactions provided for in this Agreement and the Bank Merger Agreement. NCC and Landmark shall have the right to review in advance, and to the extent practicable each will consult with the other on, in each case subject to applicable Laws relating to the preparation exchange of information, all of the Registration Statement information relating to NCC or Landmark, 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 Regulatory Authority in connection with the transactions provided for in this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties 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 transactions provided for in this Agreement, and each Party will keep the other apprised of the status of matters relating to completion of the transactions provided for in this Agreement. (c) NCC and Landmark shall, upon request, furnish to the each other all information reasonably requested as concerning themselves, their Subsidiaries, directors, officers and stockholders and such other matters that may be reasonably necessary or advisable in connection with the preparation of the Proxy Statement-Prospectus, the S-4 Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICNCC, CCT Landmark or any of their Subsidiaries to any Regulatory Authority in connection with the Merger, the Bank Merger or any other transactions provided for in this Agreement. (d) NCC and Landmark shall promptly furnish each other with copies of all applications, notices, petitions and filings with all Regulatory Authorities, and all written communications received by NCC or Landmark, as the case may be, or any of their respective Consolidated Subsidiaries Subsidiaries, Affiliates or associates from, or delivered by any of the foregoing to, any Regulatory Authority, in respect of the transactions provided for herein. (e) NCC will indemnify and hold harmless Landmark and its officers, directors and employees from and against any and all actions, causes of action, losses, damages, expenses or Liabilities to which Landmark or any Governmental Entity director, officer, employee or controlling person thereof may become subject under applicable Laws (including the 1933 Act and the ▇▇▇▇ ▇▇▇) and rules and regulations thereunder and will reimburse Landmark 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 Mergers and S-4 Registration Statement, the other Transactions. Prior 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 the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is state therein a material fact required to be described stated therein, or necessary in an amendment order to make the Registration Statement statement therein not misleading, but only insofar as any such statement or omission was made in a supplement to the Joint Proxy Statement/Prospectus reliance upon and (ii) after the receipt in conformity with information furnished in writing in connection therewith by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementNCC Company. (cf) Subject Landmark will indemnify and hold harmless NCC and its officers, directors and employees from and against any and all actions, causes of action, losses, damages, expenses or Liabilities to which NCC or any director, officer, employee or controlling person thereof may become subject under applicable LawLaws (including the 1933 Act and the ▇▇▇▇ ▇▇▇) and rules and regulations thereunder and will reimburse NCC and any such director, each 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 FSIC and CCT shall promptly advise or are based upon any untrue statement or alleged untrue statement of a material fact contained in the other upon receiving any communication from any Governmental EntityS-4 Registration Statement, the consent Proxy Statement-Prospectus, or approval of which is required for consummation of the Transactionsany application, that causes such party to believe that there is a reasonable likelihood that notice, petition, or filing with any Regulatory Approval will 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 be obtained or that the receipt of misleading, but only insofar as any such approval may be materially delayed statement or conditionedomission was made in reliance upon and in conformity with information furnished in writing in connection therewith by any Landmark Company.

Regulatory Matters. (a) FSIC In connection with the solicitation of approval of the Merger by the stockholders of NCRIC and CCT the registration of the shares of PRA Common Stock to be issued upon consummation of the Merger, the parties will prepare, and PRA will file with the SEC, the S-4 and the Proxy Statement (both of which shall comply as promptly to form, in all material respects, with the provisions of the Securities Act, the Exchange Act and other applicable law). PRA and NCRIC will use all reasonable effects to respond to the comments of the SEC staff with respect to the S-4 and the Proxy Statement and to have the S-4 and the Proxy Statement declared effective by the SEC as soon as practicable, but in no case later than five (5) Business Days . As soon as practicable after the S-4 is declared effective, NCRIC shall mail or deliver the Proxy Statement to its stockholders. The information provided and to be provided by PRA and NCRIC for use in the S-4 and the Proxy Statement will not, in the case of the S-4 on the date it becomes effective, and in the case of Proxy Statement on such date and on the date on which approval of the Merger by the stockholders of NCRIC is obtained, contain any untrue statement of material fact or omit to state any material fact required to be stated in this AgreementAgreement or necessary to make the statements therein, jointly prepare in light of the circumstances in which they were made, not misleading. Each of PRA and NCRIC 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 Registration SEC any amendment or supplement to the S-4 or the Proxy Statement so as to correct the same and to cause the Proxy Statement so corrected to be distributed to the stockholders of NCRIC to the extent required by applicable law. To the extent that any opinion regarding the tax consequences of the Merger is required with respect to the S-4 or the Proxy Statement, PRA and NCRIC will both cause each of their respective tax counsel to issue substantially similar opinions in the form contemplated herein. Each PRA shall not be required to maintain the effectiveness of FSIC and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under for the Securities Act purpose of resale by the affiliates of PRA and NCRIC, as promptly as practicable after such filing and to keep term is used in Rule 145 of the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionSEC. (b) The parties shall use all reasonable commercial efforts to cause their respective independent auditors to render any consent required by the SEC to include its report on the NCRIC consolidated financial statements or the PRA consolidated financial statements, as the case may be, in the S-4 and to refer to said accountants as experts in the S-4 with respect to the matters included in said report. (c) To the extent applicable, NCRIC and PRA shall prepare and file with all necessary Governmental Authorities (i) a Notice on Form A and related documents and (ii) the preacquisition notification and report forms and related material on Form E in connection with the Merger. (d) PRA will prepare and file, and NCRIC will cooperate with and assist PRA in preparing and filing, all statements, applications, correspondence or forms required to be filed with appropriate state securities law regulatory authorities to register or qualify the shares of PRA Common Stock to be issued upon consummation of the Merger or to establish an exemption from such registration or qualification (the "BLUE SKY FILINGS"). (e) Pursuant to the HSR Act, PRA and NCRIC will promptly prepare and file, or cause to be filed, the HSR Act Report with the Pre-Merger Notification Agencies in respect of the transactions contemplated by this Agreement, which filing shall comply as to form with all requirements applicable thereto and all of the data and information reported therein shall be accurate and complete in all material respects. Each of FSIC PRA and CCT NCRIC will promptly comply with all requests, if any, of the Pre-Merger Notification Agencies for additional information or documentation in connection with the HSR Act Report forms filed by or on behalf of each of such parties pursuant to the HSR Act, and all such additional information or documentation shall comply as to form with all requirements applicable thereto and shall be accurate and complete in all material respects. (f) Each party shall provide to the other, (i) promptly after filing thereof, copies of all statements, applications, correspondence or forms filed by such party prior to the Closing Date with state securities law regulatory authorities, the SEC, the Pre-Merger Notification Agencies, the Insurance Regulators and any other Governmental Authority in connection with the transactions contemplated by this Agreement and (ii) promptly after delivery to, or receipt from, such regulatory authorities, all written communications, letters, reports or other documents relating to the transactions contemplated by this Agreement. (g) The parties hereto shall cooperate with each other and use their 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 Authorities 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 Governmental Authorities. PRA and NCRIC 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 preparation exchange of information, all the information relating to PRA or NCRIC, 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 Authority in connection with the transactions contemplated by this Agreement. The cooperation and coordination of each party required under this Section 6.1 shall include giving timely public notice of any public hearings regarding the transactions contemplated by this Agreement, having its representatives attend and testify at such public hearings. In addition, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 Authorities 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. (h) PRA and NCRIC shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and stockholders/stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICPRA, CCT NCRIC or any of their respective Consolidated Subsidiaries to any Governmental Entity Authority in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party transactions contemplated by this Agreement. (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus PRA and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC and CCT NCRIC shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Authority whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Subject to Section 6.5, the Company will (1) make or cause to be made all filings and CCT shall submissions required to be made by the Company or its Subsidiaries under any applicable Laws for the consummation of the transactions contemplated by this Agreement set forth on Schedule 6.4, including filings or submissions related to Product Registrations and a General Information Notice for each Acquired Leased Real Property in New Jersey subject to ISRA, (2) reasonably cooperate with Purchaser in exchanging such information and providing reasonable assistance as Purchaser may reasonably request in connection with any filings made by the Purchaser Group pursuant to Section 6.4(b), and (3) (A) supply promptly as practicable, but any additional information and documentary material that may be requested in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file connection with the SEC the Registration Statement. Each of FSIC filings made pursuant to this Section 6.4(a) or Section 6.4(b), and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall (B) use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts take all actions necessary to obtain all necessary state securities Law required clearances in connection with such filings. Prior to Closing, the Company shall engage a Licensed Site Remediation Professional (“LSRP”) that is reasonably acceptable to Purchaser to commence performance of a Preliminary Assessment (as defined in ISRA) for each Acquired Leased Real Property in New Jersey for which a General Information Notice was submitted. The Company and Purchaser shall cooperate in good faith regarding the performance of the Preliminary Assessments, including the Company responding as promptly as reasonably practicable to any inquiries from Purchaser about the status of the Preliminary Assessments. Purchaser shall have the reasonable right to review and comment on the Preliminary Assessments, and the Company shall request that the LSRP consider in good faith any reasonable comments on the Preliminary Assessments received from Purchaser. At Closing, the Company shall end its engagement of the LSRP, at which time Purchaser shall directly engage the LSRP in connection with its assumption of responsibility for ISRA under Section 6.4(b)(ii). In the event the Preliminary Assessments have not been finalized at Closing, Purchaser shall be responsible, at its sole cost and expense, to complete the Preliminary Assessments. (b) Subject to Section 6.5, Purchaser will, and will cause its Affiliates and Advisors to, (i) make or “blue sky” permits cause to be made all filings and approvals submissions required to carry out be made by any member of the TransactionsPurchaser Group under any applicable Laws and necessary to permit the consummation of the transactions contemplated by this Agreement, if anyincluding any such filings or submissions related to Product Registrations, (ii) two (2) calendar days prior to Closing, submit a Remediation Certification, as defined under ISRA, to the New Jersey Department of Environmental Protection for each Acquired Leased Real Property in New Jersey subject to ISRA identifying Purchaser as the person responsible for ISRA compliance after Closing along with a Remediation Cost Review and RFS/FA Form, a Remediation Funding Source instrument and 1% annual surcharge check, as required, (iii) reasonably cooperate with the Company in exchanging such information and providing reasonable assistance as the Company may reasonably request in connection with any filings made by the Company pursuant to Section 6.4(a), and CCT shall (iv) (A) supply promptly any additional information and documentary material that may be requested in connection with the filings made pursuant to this Section 6.4(b) or Section 6.4(a) and (B) use reasonable best efforts to furnish take all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish actions necessary to the other obtain all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementclearances. (c) From and after the date hereof, the Parties will cooperate in connection with the transfer of the transferable Product Registrations to Purchaser as of the Closing Date and the obtaining by Purchaser of new Product Registrations to the extent a Product Registration is not transferable. Promptly following the date hereof, the Parties will agree upon procedures to ensure a transition from the Sellers to Purchaser of all of the activities required to be undertaken by the holder of the Product Registrations, including adverse experience reporting, quarterly and annual reports to the FDA, handling and tracking of complaints, sample tracking, and communication with health care professionals and customers. Subject to Section 6.4(d), after the Closing, Purchaser shall assume all responsibility for the Product Registrations, including all responsibility for communications with the FDA and any other Governmental Body concerning the Products. The Parties shall cooperate in making and maintaining all required regulatory filings, and reporting all material communications (whether written or oral) from a Governmental Body in relation to a transfer and, to the extent one Party (Seller or Purchaser, as the case may be) requires the other Party’s (Purchaser or Seller, as the case may be) participation to effectuate the transfer of the Product Registrations, it shall give the other Party reasonable notice of all meetings and telephone calls with any Governmental Body expected to have a material impact upon a transfer and give the other Party a reasonable opportunity to participate at each such meeting or telephone call. (d) On the Closing Date (or within such time after the Closing Date as permitted under applicable Law) or as soon as practicable after the Closing Date, Sellers shall submit to the FDA the executed Seller FDA Transfer Letters. To the extent required, Sellers shall submit or deliver to the FDA and other appropriate Governmental Bodies within timelines as prescribed under applicable Law such documents and instruments of conveyance as necessary and sufficient to effectuate the transfer of each Permit and Governmental Authorization to Purchaser under applicable Law on the Closing Date or as soon as practicable after the Closing Date. Unless otherwise required by applicable Law, from the Closing Date until the relevant date of transfer for each of FSIC Product Registration, Sellers shall use commercially reasonable efforts to maintain or cause to be maintained in force each such Product Registration and CCT Purchaser shall promptly advise reimburse Sellers for the reasonable documented and out-of-pocket costs and expenses incurred by Sellers in connection with maintaining or causing to be maintained such Product Registrations. Unless otherwise required by applicable Law and as may be agreed between the Parties, Sellers shall use commercially reasonable efforts to progress or cause to be progressed any pending application filed prior to the Closing Date for a Product Registration. Notwithstanding anything contained in this Agreement to the contrary (including Section 6.1), Sellers shall not, from the Closing Date until the relevant date of transfer for such Product Registration, absent the prior written consent from Purchaser, or as is required by a Governmental Body, withdraw or suspend a Product Registration that is pending as of the Closing Date. The Sellers shall ensure that an employee or other upon receiving authorized person is reasonably available to Purchaser to effectuate any communication from any Governmental Entitytransfers contemplated by this Section 6.4 and occurring after the Closing. (e) Prior to the Closing, the consent or approval of which is required for consummation actions taken by Sellers pursuant to Section 6.4(c) shall be at the sole cost and expense of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not Sellers. All documented and out-of-pocket costs and expenses incurred by Sellers after the Closing at the request of Purchaser in connection with this Section 6.4 shall be obtained or that the receipt of any such approval may be materially delayed or conditionedreimbursed by Purchaser.

Regulatory Matters. (a) FSIC Upon the terms and CCT subject to the conditions set forth in this Agreement, each of the Company, Merger Sub and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries, and in the case of Parent, cause the Parent Control Persons, to use) their respective reasonable best efforts 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 to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other Transactions, including using reasonable best efforts to (i) prepare and file promptly and fully all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, and (ii) obtain as soon as reasonably practicable all Consents required to be obtained from any Governmental Entity or third party that are necessary, proper or advisable to consummate the Merger and the other Transactions, including those consents set forth in Section 8.1(a)-1 of the Company Disclosure Schedules (the “Required Consents”), including, with respect to such Required Consents, by using reasonable best efforts to take such steps as may be necessary to avoid a Proceeding by, any Governmental Entity and (iii) cooperate with each other to lift any injunctions or remove any other impediment to the consummation of the Transactions. Except as may be expressly required by Law, it is expressly acknowledged and agreed by Parent that the obligations of Parent and Merger Sub under this Agreement to consummate the Transactions (including the Merger) are not subject to any conditions relating to obtaining any third-party consents other than the Required Consents. All filing fees to be paid in respect of the submission of the Form A Filings shall be borne by Parent. The Company and Parent shall have the right to review in advance, and each will consult the other to provide any necessary information with respect to all filings made with, or additional written materials submitted to, any Governmental Entity whose consent is a Required Consent in connection with the Merger or any other Transaction. Subject to applicable Law or any request made by any applicable Governmental Entity (including the staff thereof), the Company and Parent shall each promptly inform the other Party and, if in writing, furnish the other Party with copies of (or, in the case of oral communications, advise the other Party orally of) any communication from or with any Governmental Entity whose consent is a Required Consent regarding the Merger and the other Transactions, and permit the other Party to review in advance any proposed communication by such Party to any Governmental Entity whose consent is a Required Consent and provide the other Party with the opportunity to participate in any meeting with any Governmental Entity whose consent is a Required Consent whether telephonic or in person, in respect of any filing, investigation or other inquiry in connection with the Transactions (other than non-substantive scheduling or administrative calls that are not scheduled in advance). If any Party receives a request for additional information or documentary material from any Governmental Entity whose consent is a Required Consent with respect to the Merger, then such Party shall use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in compliance with such request. Subject to applicable Laws or any request made by any applicable Governmental Entity (including the staff thereof), the Company and Parent shall each furnish to each other copies of all correspondence, filings and written communications between it and any such Governmental Entity whose consent is a Required Consent with respect to this Agreement, the Merger and the other Transactions and use reasonable best efforts to furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity whose consent is a Required Consent; provided, however, that materials provided pursuant to this Section 8.1(a) may be redacted (w) to remove any personal information about any individual, (x) to remove references concerning the valuation of the Company, (y) as necessary to comply with contractual obligations and (z) as necessary to address reasonable legal privilege and work product protection concerns. Notwithstanding the foregoing, no Party shall be required to disclose to the other Party any of its or its’ Affiliates’ (or any Parent Control Person’s or Parent Related Person’s, in the case of Parent) confidential competitive information or any personally identifiable information of their respective directors, officers or other applicable individuals. (b) Without limiting the generality of the foregoing, (i) the Company shall, at its own expense (A) as promptly as practicable, but in no case event later than five (5) 20 Business Days after following the date hereof, cause N.I.S. to file or cause to be filed an application for approval of a change in ownership or control of N.I.S. under FINRA Rule 1017 with FINRA (the “FINRA CMA”) and request “Fast Track” treatment and (B) as soon as reasonably practicable, shall cause N.I.S. to file or cause to be filed notice or other filing with any applicable state securities authority, (ii) the Company and Parent shall submit the notifications required under the HSR Act relating to the Transactions within 20 Business Days of the date of this Agreement and shall prepare and file such other materials as may be required under any other applicable Antitrust Laws with respect to the Transactions in the jurisdictions set forth in Section 8.1(b) of the Company Disclosure Schedules as promptly as practicable, and (iii) Merger Sub and Parent shall, and shall cause their respective Subsidiaries, and in the case of Parent, cause the Parent Control Persons, to file or cause to be filed with the applicable Governmental Entities (A) the Form A Filings, (B) any pre-acquisition notifications on Form E or similar market share notifications, and (C) any declarations, filings and notifications necessary to obtain the other Required Consents, in each case, as promptly as practicable and, in any event, with respect to clauses (A) and (B) within 20 Business Days of the date of this Agreement. Prior to Closing, jointly prepare and file with subject to applicable Laws relating to the SEC exchange of information, the Registration Statement. Each of FSIC Company and CCT Parent shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to each keep the Registration Statement effective as long as necessary other reasonably apprised of the status of matters relating to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause completion of the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT Merger and the holders of CCT Common Stock as may be reasonably requested by FSIC other Transactions and work cooperatively in connection with any such action. (b) Each obtaining all Required Consents of FSIC and CCT shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective TimeIf any Governmental Entity requires that a hearing be held in connection with any such filing or approval, each party hereto Parent shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required arrange for such hearing to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) held promptly after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementreceives notice that such hearing is required. (c) Subject Without limiting the applicability of Section 8.1(a), but subject in each case to applicable LawSection 8.1(b) and Section 8.1(d), Parent shall, and shall cause each of FSIC its applicable Affiliates, Subsidiaries and CCT shall promptly advise the other upon receiving Parent Control Persons to, as applicable: (i) not take any communication from action with the intention to, or that could be reasonably likely to, hinder or materially delay the expiration or termination of any waiting period under the HSR Act or the obtaining of the Required Consent of any Governmental EntityEntity as necessary; (ii) each use its reasonable best efforts to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would restrain, prevent or delay the Closing, on or before the Outside Date, including defending through litigation on the merits any claim asserted in any court by any Person; and (iii) each use its reasonable best efforts to avoid or eliminate each and every impediment under any antitrust, competition or trade Law that may be asserted by any Governmental Entity with respect to the Transactions (collectively, “Antitrust Laws”) so as to enable the Closing to occur as soon as reasonably possible (and in any event no later than the Outside Date). (d) Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub or the Parent Control Persons or Parent Related Persons or any of their respective Affiliates shall be obligated to take or refrain from taking, or to agree to Parent, Merger Sub, the consent Company or any of its Subsidiaries, the Parent Control Persons or Parent Related Persons or any of their respective Affiliates taking or refraining from taking, any action, or to permit or suffer to exist any restriction, condition, limitation or requirement, or to agree to any modification to any of the Agreement or to any of the transactions contemplated by any of the Agreement that, individually or together with all other such actions, restrictions, conditions, limitations or requirements, in each case, imposed by a Governmental Entity in connection with any permit, order, consent, approval of which is required for or authorization (including any Required Consent or the Required Restructuring Transaction) relating to the consummation of the Transactionstransactions contemplated by the Agreement, that causes whether directly or indirectly, which individually or together with all other such limitations, actions, restrictions, conditions, limitations or requirements, would or would be reasonably likely to, (i) require, obligate or otherwise involve any action to be taken by, impose any restriction on Parent, Merger Sub, Company or any of its Subsidiaries or Parent Control Persons, or any of their respective Affiliates to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of, before or after the Closing, any assets or businesses or (B) contribute material capital or enter into any material guarantee, “keep well” or capital maintenance arrangements, maintain a material specified risk based capital restriction on behalf of such party or its Affiliates, (ii) require any material and adverse deviation from those “key terms” of the Parent’s business plan set forth in Section 8.1 of the Parent Disclosure Schedules, (iii) require, obligate or otherwise involve any action to believe that there is a reasonable likelihood that be taken by, impose any Regulatory Approval will not be obtained restriction on, have any adverse effect on, or that the receipt require any information disclosure of any such approval may Parent Related Person, other than identifying each of ▇▇▇▇▇▇▇ Associates, L.P., ▇▇▇▇▇▇▇ International, L.P., ▇▇▇▇▇▇▇ Intermediate Co-Investment I L.P. and ▇▇▇▇▇▇▇ Intermediate Co-Investment II L.P. as an investor in the Parent or (iv) require anyone other than the Parent Control Persons to file as the “ultimate control person” of Parent, Company or any of their Subsidiaries, or make any similar filing with any applicable insurance regulator (each, a “Burdensome Condition”). Without the prior written consent of Parent, the Company shall not (and shall cause its Subsidiaries not to) take any action or agree to the taking or refraining from any action or accept any limitation, action, restriction, condition or requirement that, individually or in the aggregate, would, or would be materially delayed or conditionedreasonably likely to, result in a Burdensome Condition.

Regulatory Matters. (a) FSIC FNB agrees to prepare and CCT file, as soon as practicable, the Registration Statement with the SEC in connection with the issuance of FNB Common Stock in the Merger including the Proxy Statement and prospectus and other proxy solicitation materials of PFC constituting a part thereof and all related documents. PFC shall prepare and furnish to FNB such information relating to it and its directors, officers and shareholders as may be reasonably required in connection with the above referenced documents based on its knowledge of and access to the information required for said documents, and PFC and its legal, financial and accounting advisors shall have the right to review in advance and approve, which approval shall not be unreasonably withheld, such Registration Statement prior to its filing. PFC agrees to cooperate with FNB and FNB’s counsel and accountants in requesting and obtaining appropriate opinions, consents and letters from its financial advisor and independent auditor in connection with the Registration Statement and the Proxy Statement. As long as PFC has cooperated as described above, FNB agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Statement. Each of FSIC PFC and CCT shall FNB agrees to use its commercially reasonable best efforts to have cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after such the filing and thereof. FNB also agrees to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactionstransactions this Agreement contemplates. After the SEC has declared the Registration Statement effective under the Securities Act, if any, and CCT PFC shall use reasonable best efforts promptly mail at its expense the Proxy Statement to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionits shareholders. (b) Each of FSIC PFC and CCT FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of PFC and FNB agree that none of the respective information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto shall cooperate contain any untrue statement of a material fact or omit to state any material fact required to be stated in this Agreement or necessary to make the statements in this Agreement not misleading. Each of PFC and FNB further agree that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements in this Agreement not false or misleading, to promptly inform the other parties thereof and an appropriate amendment or supplement describing such information shall be filed promptly with the other SEC and, to the extent required by law, disseminated to the shareholders of PFC and/or FNB. (c) FNB agrees to advise PFC, promptly after FNB receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of FNB Common Stock for offering or sale in any jurisdiction, of the preparation initiation or, to the extent FNB is aware thereof, threat of any proceeding for any such purpose, or of any request by the SEC for an amendment or supplement of the Registration Statement or for additional information. (d) The parties shall cooperate with each other and use their respective 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, Regulatory Agencies and Governmental Entities that are necessary or advisable to consummate the transactions this Agreement contemplates, including the Merger, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Regulatory Agencies and Governmental Entities. FNB agrees that it will file all appropriate applications or notices with each Regulatory Agency or Governmental Entity having jurisdiction over the transactions contemplated by this Agreement within 60 days following the date hereof. PFC and FNB 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 FNB, 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, Regulatory Agency 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. The parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and Governmental Entities necessary or advisable to consummate the transactions this Agreement contemplates and each party will keep the other apprised of the status of matters relating to completion of the transactions this Agreement contemplates. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to require FNB 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 and authorizations of third parties, Regulatory Agencies or Governmental Entities, that would reasonably be expected to have a Material Adverse Effect on FNB, including the Surviving Company after giving effect to the Merger, after the Effective Time (a “Materially Burdensome Regulatory Condition”). In addition, PFC agrees to cooperate and use its reasonable best efforts to assist FNB in preparing and filing such petitions and filings, and in obtaining such permits, consents, approvals and authorizations of third parties, Regulatory Agencies and Governmental Entities, that may be necessary or advisable to effect any mergers and/or consolidations of Subsidiaries of PFC and FNB following consummation of the Merger. (e) Each of FNB and PFC shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement or any other filing statement, filing, notice or application made by or on behalf of FSICFNB, CCT PFC or any of their respective Consolidated Subsidiaries to any Regulatory Agency or Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Timetransactions contemplated by this Agreement (including, each party hereto shall promptly notify the other party (i) upon becoming aware of without limitation, any event or circumstance that is required pro forma financial information to be described included in an amendment to the Registration Statement on Form S-4). (f) Each of FNB and PFC shall promptly provide each other with any written communications received from any Regulatory Agency or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC Governmental Entity with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC transactions contemplated by this Agreement and CCT shall will promptly advise the other upon receiving any oral communication with respect to the transactions contemplated by this Agreement from any Regulatory Agency or Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions this Agreement contemplates that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval (as defined in Section 7.1(c)) will not be obtained or that the receipt of any such approval may be materially delayed delayed. (g) PFC and FNB shall consult with each other before issuing any press release with respect to the Merger or conditionedthis Agreement and shall not issue any such press release or make any such public statements without the prior consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior consent of the other party, but after such consultation, to the extent practicable under the circumstances, issue such press release or make such public statements as may upon the advice of outside counsel be required by law or the rules or regulations of the SEC, the FDIC, the OCC, the NYSE or FINRA. In addition, the Chief Executive Officers of PFC and FNB shall be permitted to respond to appropriate questions about the Merger from the press. PFC and FNB shall cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Merger as reasonably requested by the other party.

Regulatory Matters. (a) FSIC Parent, Merger Sub and CCT the Company shall cooperate in preparing, and the Company shall, as promptly soon as practicable, but in no case later than five file (5after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) Business Days after preliminary proxy materials (including, without limitation, a Schedule 13E-3 filing, if required to be filed under the date of this AgreementExchange Act) relating to the Company Meeting (together with any amendments thereof or supplements thereto, jointly prepare and file the "Proxy Statement") with the SEC the Registration Statement. Each of FSIC and CCT shall use its commercially reasonable best efforts to have respond to any comments of the Registration SEC (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement declared effective under to be mailed to the Securities Act Company's stockholders as promptly as practicable after responding to all such filing 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 keep the Registration Proxy Statement effective as long as necessary 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 consummate the MergersProxy Statement or the transactions contemplated hereby. CCT and FSIC shall use reasonable best efforts to The Company will cause the Joint Proxy Statement (other than portions relating to Parent or 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 solicitation of proxies for the Company Meeting (including any requirement to amend or supplement the Proxy Statement/Prospectus ). 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 be promptly mailed or delivered Parent and Merger Sub to their respective stockholders upon such effectiveness. FSIC shall also use its reasonable best efforts to obtain comply in all necessary state securities Law or “blue sky” permits and approvals required to carry out material respects with the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT applicable provisions of the Exchange Act and the holders rules and regulations thereunder applicable to the Proxy Statement. Without limiting the generality of CCT Common Stock the foregoing, 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 FSIC the other party and shall promptly notify the other party of any change in connection such information. Each of the Company, Parent and Merger Sub agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in 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 actionan 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. (b) Each Subject to Section 6.01(a) hereof and without limiting its rights under Section 8.01(h) hereof, the Company shall include in the Proxy Statement the recommendation of FSIC and CCT the Company's Board of Directors that the stockholders of the Company adopt this Agreement. (c) The parties hereto shall cooperate with the each other in the preparation and use their commercially 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 the Registration Statement all third parties and shall furnish to the other all information reasonably requested as may be reasonably Governmental Entities which are necessary or advisable in connection to consummate the transactions contemplated hereby, and to comply fully with the Registration Statement terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities; provided that Parent and Merger Sub shall not be obligated to agree to any Burdensome Condition (as defined below). Parent, the Company and Merger Sub 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 the Company, Merger Sub or any other filing or application made by or on behalf of FSICParent, CCT or as the case may be, and any of their respective Consolidated Subsidiaries to Subsidiaries, which appear in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Mergers and transactions contemplated hereby. In exercising the other Transactions. Prior to the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statement. (c) Subject to applicable Law, transactions contemplated hereby and each of FSIC and CCT shall promptly advise party will keep the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation apprised of the Transactionsstatus of matters relating to completion of the transactions contemplated hereby. For purposes of this Agreement, "Burdensome Condition" means any conditions, restrictions or requirements which the Board of Directors of Parent reasonably determines would, individually or in the aggregate, (a) reduce the benefits of the Merger to such a degree that causes Parent would not have entered into this Agreement had such party conditions, restrictions or requirements been known at the date hereof or (b) have, or would reasonably be expected to believe that there is have, a reasonable likelihood that any Regulatory Approval will not be obtained or that material and adverse effect on the receipt of any such approval may be materially delayed or conditionedSurviving Corporation following the Effective Time.

Regulatory Matters. (a) FSIC OBDC and CCT OBDE shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT OBDC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT OBDE and FSIC OBDC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC OBDC 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, if any, and CCT OBDE shall use reasonable best efforts to furnish all information concerning CCT OBDE and the holders of CCT OBDE Common Stock as may be reasonably requested by FSIC OBDC in connection with any such action. (b) Each of FSIC OBDC and CCT OBDE shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICOBDC, CCT OBDE or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC OBDC and CCT OBDE shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC The Buyer and CCT shall each Seller will (i) as promptly as practicablepracticable and before the expiration of any relevant legal deadline, but in no case event later than five (5) ten Business Days after following the date execution and delivery of this Agreement, jointly prepare and if required under applicable Law, file with the SEC United States Federal Trade Commission and the Registration Statement. Each United States Department of FSIC Justice the notification and CCT shall use its reasonable best efforts report form required for the Transaction and any information required to have be provided therewith pursuant to the Registration Statement declared effective under HSR Act, which forms will specifically request early termination of the Securities Act waiting period prescribed by the HSR Act, and (ii) as promptly as practicable after and before the expiration of any relevant legal deadline, file with any other Governmental Authority, any other filings, reports, information and documentation required for the Transaction pursuant to any other applicable Laws. The Buyer and each Seller will furnish to each other’s counsel such filing necessary information and to keep reasonable assistance as the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as other may be reasonably requested by FSIC request in connection with its preparation of any such actionfiling or submission that is necessary under the HSR Act and any other applicable Laws. All filing and other similar fees payable in connection with the filings to be made pursuant to Section 4.3(a)(i) shall be borne and paid by the Buyer. (b) Each of FSIC The Buyer and CCT each Seller shall cooperate with use their respective commercially reasonable efforts to obtain promptly any clearance required under the HSR Act and any other in applicable Laws for the preparation consummation of the Registration Statement Transaction and shall furnish to will keep each other apprised of the other all status of any material communications with, and any reasonable inquiries or requests for additional information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICfrom, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection Authority and will comply promptly with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event such inquiry or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of request from any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementsuch Governmental Authority. (c) Subject to Section 4.3(a), the Buyer and each Seller agree to instruct their respective counsel to cooperate with each other and use their respective commercially reasonable efforts to facilitate and expedite the identification and resolution of any issues arising under the HSR Act and any other applicable Laws at the earliest practicable dates. Such commercially reasonable efforts and cooperation will include causing their respective counsel (i) to inform promptly the other of any oral communication with, and provide (as permitted) copies of written communications (excluding competitively sensitive information) with, any Governmental Authority regarding any such filings or applications or any such transaction, and (ii) to confer with each other regarding appropriate contacts with and response to personnel of such Governmental Authority. None of the Buyer, each Seller nor any of their respective Affiliates or Representatives will independently contact any Governmental Authority or participate in any meeting or discussion with any Governmental Authority in respect of any such filings, applications, investigation or other inquiry without giving, in the case of the Sellers and their respective Affiliates or Representatives, the Buyer, and in the case of the Buyer and its Affiliates or Representatives, the Sellers, prior notice of the meeting and, to the extent permitted by the relevant Governmental Authority, the opportunity to attend and participate (which, at the request of the Buyer or the Sellers, as applicable, will be limited to outside antitrust counsel only); provided, further, however, the Buyer will be solely responsible for the content of any written or oral substantive communications with any Governmental Authority. 48 (d) In furtherance and not in limitation of this Section 4.3(a), if any administrative or judicial Action, including any Action by a private party, is instituted (or threatened to be instituted) challenging any of the Transaction, as in violation of the HSR Act or any other applicable Law, each of FSIC the Buyer and CCT the Sellers shall promptly advise the cooperate in all respects with each other upon receiving and shall use their respective commercially reasonable efforts to contest and resist any communication from such Action and to have vacated, lifted, reversed or overturned any Governmental Entitydecree, the consent judgment, injunction or approval of which other order, whether temporary, preliminary or permanent, that is required for in effect and that prohibits, prevents or restricts consummation of the TransactionsTransaction. (e) Notwithstanding the foregoing or any other provision of this Agreement, that causes in connection with efforts to obtain any clearance required under the HSR Act and any other applicable Laws for the consummation of the Transaction, in no event shall “commercially reasonable efforts” of either the Buyer or any Seller include entering into a consent decree or other commitment containing, as applicable, the Buyer’s or the Sellers’ agreement to hold separate or divest any of its or its Subsidiaries’ assets, facilities, properties or businesses, or agreeing to any limitations on its or its Subsidiaries’ conduct or actions or covenants affecting business practices, or otherwise agree to any structural or conduct remedy. (f) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 4.3 shall limit a party’s right to terminate this Agreement pursuant to Section 7.1, so long as such party has, prior to believe that there is such termination, complied, in all material respects, with its obligations under this Section 4.3. (g) Promptly, but in no event later than two Business Days following the Closing, the Sellers shall, and shall cause all other members of the Seller Group to (i) file with the USDA a reasonable likelihood that any Regulatory Approval will not be obtained or that written notification to the receipt Director of any such the USDA of the change in ownership of licensure under PACA and obtain approval may be materially delayed or conditionedfrom the Director of the change in trade name in accordance with 7 C.F.R. § 46.13 and (ii) cancel all applicable registrations with the FDA as described in 21 C.F.R. §§ 1.234, 1.235 to enable the Buyer to submit new facility registrations as described in 21 C.F.R. § 1.231.

Regulatory Matters. (a) FSIC OBDC and CCT OBDC II shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, practicable jointly prepare and file with the SEC the Registration Statement. Each of FSIC and CCT OBDC shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC OBDC II shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective its stockholders upon such effectiveness. FSIC OBDC 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, if any, and CCT OBDC II shall use reasonable best efforts to furnish all information concerning CCT OBDC II and the holders of CCT OBDC II Common Stock as may be reasonably requested by FSIC OBDC in connection with any such action. (b) Each of FSIC OBDC and CCT OBDC II shall cooperate with the other in the preparation of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSICOBDC, CCT OBDC II or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statement. (c) Subject to applicable Law, each of FSIC OBDC and CCT OBDC II shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Registration Statement and CCT Proxy Statement. Commerce shall as promptly soon as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly practicable prepare and file a registration statement on Form S-4 to be 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 other 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. Each of FSIC Commerce shall not include in the Registration Statement any information concerning Company to which Company shall reasonably and CCT timely object in writing. Commerce, Sub and Company shall use its their reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock soon as may be reasonably requested by FSIC practicable and thereafter Company shall distribute the Proxy Statement to its shareholders in connection accordance with any 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, in light of developments occurring subsequent to the distribution of the Proxy Statement to Company or shareholders, Company shall mail or otherwise furnish to its shareholders such action. (b) Each of FSIC and CCT shall cooperate with amendments or supplements to the other Proxy Statement materials as may, in the preparation reasonable opinion of Commerce, Sub, or Company, be necessary so that 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 necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or as may be necessary to comply with applicable law. Commerce and Sub shall not be required to maintain the effectiveness of the Registration Statement and shall furnish to the other all information reasonably requested as may be reasonably necessary or advisable in connection with the Registration Statement or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments delivery of the SEC with respect to Commerce Common Stock issued pursuant hereto for the Joint Proxy Statement/Prospectus or the Registration Statementpurpose of resale of Commerce Common Stock by any person. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly prepare the Company shall prepare, allow Parent to review and then file with the SEC the Registration Statement. Each of FSIC a proxy statement and CCT other proxy materials in preliminary form and shall use its commercially reasonable best efforts to have respond to any comments of the Registration SEC or its staff and to cause the Proxy Statement declared effective under to be mailed to the Securities Act Company's stockholders as promptly as practicable after responding to all such filing comments to the satisfaction of the SEC. The Company shall notify Parent promptly of the time when the preliminary proxy statement, the Proxy Statement and to keep any amendment or supplement thereto has been filed, and of the Registration Statement effective as long as necessary to consummate receipt of any comments from the Mergers. CCT SEC or its staff regarding, and FSIC shall use reasonable best efforts to cause of any request by the Joint SEC or its staff for amendments or supplements to, the preliminary proxy statement or the Proxy Statement/Prospectus , or for additional information, and will supply Parent 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 preliminary proxy statement, the Proxy Statement or the Merger. If at any time prior to the Company Stockholders' Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly mailed as practicable prepare and mail to its stockholders such an amendment or delivered supplement. The Company shall consult with Parent prior to their respective stockholders upon such effectivenessmailing the Proxy Statement, or any amendment or supplement thereto, to which Parent timely and reasonably objects. FSIC Parent shall also use its reasonable best efforts to obtain all necessary state securities Law cooperate with the Company in the preparation of the Proxy Statement or “blue sky” permits and approvals required to carry out the Transactions, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC in connection with any such actionamendment or supplement thereto. (b) Each of FSIC Parent and CCT the Company shall, and shall cause its Subsidiaries to, use its commercially reasonable best efforts to, (i) take, 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 Merger, including, without limitation, obtaining any third party consent which may be required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement, to remove any restraint or prohibition preventing the consummation of the Merger and the other transactions contemplated by this Agreement, and, subject to the conditions set forth in Article VI, to consummate the Merger and the other transactions contemplated by this Agreement and (ii) obtain (and cooperate with the other party to obtain) any consent, authorization, 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 preparation Merger and the other transactions contemplated by this Agreement. The parties hereto shall cooperate with each other promptly to prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including, to the extent necessary, any notification required by the HSR Act), 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 Registration Statement Merger and the other transactions contemplated by this Agreement. Each of Parent and the Company shall furnish have the right to review in advance and, to the extent practicable, each will consult the other on, all the information relating to the other or any of its Subsidiaries, which appear in any filing made with any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement, in each case subject to applicable Laws and Regulations relating to the exchange of information. 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 transactions contemplated herein. Each of Parent and the Company shall use its commercially reasonable best efforts to resolve any objections that may be asserted by any Governmental Entity with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement. Each of Parent and the Company shall not, 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. Parent and the Company further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use their respective commercially reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be. (c) Parent and the Company shall, upon request, furnish each other with all information reasonably requested concerning themselves, their respective Subsidiaries, directors, officers, employees and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Proxy Statement or any other filing statement, filing, notice, application or application other document made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each of FSIC Parent and CCT the Company shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval such consent or approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC Liberty and CCT PRISA shall promptly prepare, and PRISA shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and practicable file with the SEC an amendment to the Registration StatementF-4 (in which the Proxy Statement will be included) and the 8-A12(b)s which shall comply as to form, in all material respects, with the applicable provisions of the Securities Act and the Exchange Act and which amendment to the F-4, 8-A12(b)s and Proxy Statement shall be in form and substance reasonably satisfactory to Liberty and PRISA prior to filing. Each of FSIC Liberty and CCT PRISA shall use its their reasonable best efforts to have the Registration Statement F-4 and 8-A12(b)s declared effective under the Securities Act and the Exchange Act, respectively, as promptly as practicable after such filing filing, and Liberty shall thereafter file and mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the Mergersits stockholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC PRISA shall also use its reasonable best efforts to obtain ensure that the Depositary prepares and files with the SEC the F-6s in such form as complies, in all necessary state securities Law or “blue sky” permits material respects, with the applicable provision of the Securities Act and approvals required which shall be in form and substance reasonably satisfactory to carry out the Transactions, if any, Liberty and CCT PRISA prior to filing. PRISA shall use its reasonable best efforts to furnish all information concerning CCT and ensure the holders F-6s are declared effective under the Securities Act prior to the Exchange Effective Time. No amendment or supplement to the Proxy Statement or the Registration Statements will be made by Liberty or PRISA without the approval of CCT Common Stock as may be reasonably requested by FSIC in connection with any such action. (b) Each of FSIC and CCT shall cooperate with the other in party (such approval not to be unreasonably withheld or delayed). Liberty and PRISA each will advise the preparation other, promptly after they receive notice thereof, of the time when the Registration Statement and shall furnish to Statements have become effective or any supplement or amendment has been filed, of the other all information reasonably requested as may be reasonably necessary or advisable issuance of any stop order, of the suspension of the qualification of PRISA ADSs issuable in connection with the Registration Statement Share Exchange for offering or sale in any other filing jurisdiction, or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an request by the SEC for amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus Statement or the Registration StatementStatements or comments thereon and responses thereto or requests by the SEC for additional information. (c) Subject to applicable Law, each of FSIC and CCT shall promptly advise the other upon receiving any communication from any Governmental Entity, the consent or approval of which is required for consummation of the Transactions, that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioned.

Regulatory Matters. (a) FSIC Liberty and CCT PRISA shall promptly prepare, and PRISA shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and practicable file with the SEC the Registration StatementF-4 (in which the Proxy Statement will be included) and the 8-A12(b) which shall comply as to form, in all material respects, with the applicable provisions of the Securities Act and the Exchange Act and which F-4, 8-A12(b) and Proxy Statement shall be in form and substance reasonably satisfactory to Liberty and PRISA prior to filing. Each of FSIC Liberty and CCT PRISA shall use its their reasonable best efforts to have the Registration Statement F-4 and 8-A12(b) declared effective under the Securities Act and the Exchange Act, respectively, as promptly as practicable after such filing filing, and Liberty shall thereafter file and mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the Mergersits stockholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC PRISA shall also use its reasonable best efforts to obtain ensure that the Depositary prepares and files with the SEC the F-6s in such form as complies, in all necessary state securities Law or “blue sky” permits material respects, with the applicable provision of the Securities Act and approvals required which shall be in form and substance reasonably satisfactory to carry out the Transactions, if any, Liberty and CCT PRISA prior to filing. PRISA shall use its reasonable best efforts to furnish ensure the F-6s are declared effective under the Securities Act prior to the Exchange Effective Time. No amendment or supplement to the Proxy Statement or the Registration Statements will be made by Liberty or PRISA without the approval of the other party (such approval not to be unreasonably withheld or delayed). Liberty and PRISA each will advise the other, promptly after they receive notice thereof, of the time when the Registration Statements have become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of PRISA ADSs issuable in connection with the Share Exchange for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statements or comments thereon and responses thereto or requests by the SEC for additional information. (b) The information relating to PRISA and its Subsidiaries to be contained in the Proxy Statement, the F-4, either PRISA Prospectus and any supplements thereto and any circulars or documents issued to shareholders, employees or debenture holders of PRISA and the information relating to PRISA and its Subsidiaries that is provided by PRISA and its Representatives for inclusion in any other document filed with any other regulatory agency in connection herewith, shall not at (i) the time each of the F-4 and 8-A12(b) is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Liberty, (iii) the time of the Liberty Stockholder Meeting, or (iv) the Exchange Effective Time contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (provided that the foregoing covenant is not made with respect to information provided by Liberty or its Representatives for inclusion in such documents). If, at any time prior to the Exchange Effective Time, any event or circumstance relating to PRISA or any of its Subsidiaries, or their respective officers or directors, should be discovered by PRISA which should be set forth in an amendment or a supplement to the F-4 or Proxy Statement, PRISA shall promptly inform Liberty, and the parties shall cooperate reasonably in connection with preparing and disseminating any such required amendment or supplement. (c) The information relating to Liberty and its Affiliates that is provided by Liberty or its Representatives for inclusion in the Proxy Statement, the F-4, either PRISA Prospectus and any supplements thereto and any circulars or documents issued to shareholders, employees or debenture holders of PRISA or in any other document filed with any other regulatory agency in connection herewith, will not at (i) the time the F-4 is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Liberty, (iii) the time of the Liberty Stockholder Meeting, or (iv) the Exchange Effective Time contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (provided that the foregoing covenant is not made with respect to information provided by PRISA or its Representatives for inclusion in such documents). If, at any time prior to the Exchange Effective Time, any event or circumstance relating to Liberty, its officers, directors or affiliates, should be discovered by Liberty which should be set forth in an amendment or a supplement to the F-4 or Proxy Statement, Liberty shall promptly inform PRISA, and the parties shall cooperate reasonably in connection with preparing and disseminating any such required amendment or supplement. (d) As soon as practicable, (i) the PRISA Board shall, with the reasonable assistance of Liberty, prepare reports (Informe del consejo de administracion) to be made available to the holders of PRISA Shares in accordance with applicable Law (the “Board Reports”) in connection with the PRISA Shareholder Meeting containing information required by the SCL and (ii) PRISA shall prepare and arrange to have registered with and verified by the CNMV (x) the PRISA In-Kind Prospectus which PRISA In-Kind Prospectus shall be in form and substance reasonably satisfactory to Liberty and (y) a prospectus (Folleto) to effectuate the increase in capital in cash in respect of the PRISA Rights Offer (the “PRISA Subscription Prospectus” and, together with the PRISA In-Kind Prospectus, the “PRISA Prospectuses”). PRISA will use its reasonable best efforts to cause the PRISA Prospectuses to receive the required registrations with and verifications of the CNMV as soon as practicable after the date of this Agreement and to cause the definitive PRISA Prospectuses to be made available to the holders of PRISA Shares in accordance with applicable Law as soon as reasonably practicable. PRISA will advise Liberty, promptly after it receives notice thereof, of the time when the PRISA Prospectuses have received the required registration with and verification of the CNMV or if any supplement or amendment has been registered with the CNMV (any such supplement or amendment to be in form and substance reasonably satisfactory to Liberty). Liberty shall cooperate with PRISA in the preparation of the PRISA Prospectuses and shall provide all information concerning CCT Liberty and the holders of CCT Liberty Common Stock as may be reasonably requested by FSIC in connection with any such actionthe preparation and filing of the PRISA Prospectuses. (be) Each of FSIC and CCT The parties hereto shall 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 Governmental Entities that are necessary or advisable to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Liberty and PRISA 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 preparation exchange of information, all the information relating to PRISA or Liberty, as the case may be, and any of their respective Subsidiaries, that appears in any material filing made with, or material written materials submitted to, any PRISA Lender with respect to the Debt Restructuring, the CNMV or the SEC in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. In exercising the foregoing rights of review and consultation, each of the Registration Statement parties hereto shall act reasonably and shall furnish 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 Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated herein. (f) Liberty and PRISA shall, upon request, furnish each other with all information reasonably requested concerning themselves, their Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Registration Statement Statements, the Board Reports and the PRISA Prospectuses or any other filing statement, filing, notice or application made by or on behalf of FSICLiberty, CCT PRISA or any of their respective Consolidated Subsidiaries or Affiliates to any Governmental Entity in connection with the Mergers transactions contemplated by this Agreement and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration StatementAncillary Agreements. (cg) Subject to applicable Law, each of FSIC Liberty and CCT PRISA shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement and the Ancillary Agreements that causes such party to believe that there is a reasonable likelihood that any Regulatory Approval approval of such Governmental Entity will not be obtained or that the receipt of any such approval may will be materially delayed delayed. (h) PRISA and Liberty shall (i) promptly inform the other of any communication to or conditionedfrom any Governmental Entity regarding the transactions contemplated hereby except to the extent prohibited by applicable Law or such Governmental Entity, (ii) give the other prompt notice of the commencement of any Action by or before any Governmental Entity with respect to the transactions contemplated hereby, and (iii) keep the other reasonably informed as to the status of any such Action.

Regulatory Matters. (a) FSIC Target and CCT Acquiror shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration StatementJoint Proxy Statement and Acquiror shall promptly prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus. Each of FSIC Target and CCT Acquiror shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT Target and FSIC Acquiror shall use reasonable best efforts to cause thereafter mail or deliver the Joint Proxy Statement/Prospectus to be promptly mailed or delivered Statement to their respective stockholders upon such effectivenessshareholders. FSIC Acquiror shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Target shall use reasonable best efforts to furnish all information concerning CCT Target and the holders of CCT Common Target Capital Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to or after 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 or made available on the SEC’s E▇▇▇▇ database to the shareholders of Acquiror and Target. (b) Each of FSIC and CCT The parties hereto shall 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, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such Governmental Entities. Target and Acquiror 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 preparation exchange of information, all the information relating to Acquiror or Target, 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 Registration Statement parties hereto shall act reasonably and shall 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 transactions contemplated herein. (c) Each of Target and Acquiror shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Joint Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICTarget, CCT Acquiror or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (cd) Subject to applicable Law, each Each of FSIC Target and CCT Acquiror shall promptly advise the other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory 26 Approval (as defined below) will not be obtained or obtained, that the receipt of any such approval may will be materially delayed or conditionedthat non-customary or burdensome conditions or post-closing requirements might be imposed on any such Required Regulatory Approval. (e) Acquiror and Target shall promptly furnish each other with copies of written communications received by Acquiror and Target, as the case may be, or any of their respective Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC Target and CCT Parent shall as promptly as practicable, but in no case later than five (5) Business Days after prepare and Parent shall file with the date of this Agreement, jointly SEC the Proxy Statement/Prospectus and Parent shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement/Prospectus will be included as a prospectus. Each of FSIC Target and CCT Parent shall use its their reasonable best efforts in consultation with their respective legal counsel to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and to keep Target shall thereafter promptly mail or deliver the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC Parent shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Target shall use reasonable best efforts to furnish all information concerning CCT Target and the holders of CCT Common Target Capital Stock as may be reasonably requested by FSIC in connection with any 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 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 SEC and disseminated or made available on the SEC’s ▇▇▇▇▇ database to the shareholders of Parent and mailed or delivered to the shareholders of Target. (b) Each of FSIC and CCT The parties hereto shall 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, waivers, approvals and authorizations of all third parties and Governmental Entities or Regulatory Agencies which are reasonably necessary or advisable to consummate the transactions contemplated by this Agreement (including, without limitation, the Merger), and to comply with the terms and conditions of all such permits, consents, waivers, approvals and authorizations of all such Governmental Entities, Regulatory Agencies and third parties; provided, however, that in no event shall Parent or Acquiror be required to agree to any prohibition, limitation, or other requirement which (i) would prohibit or materially limit the ownership or operation by Target, or by Parent or Acquiror or any of their Subsidiaries, of all or any material portion of the business or assets of Target or Parent or Acquiror or any of their Subsidiaries, (ii) compel Parent or Acquiror or any of their Subsidiaries to dispose of all or any material portion of the business or assets of Target or of Parent or Acquiror or any of their Subsidiaries or continue any portion of any Target Regulatory Agreement against Parent or Acquiror or any of their Subsidiaries after the Merger or (iii) would reasonably be expected to have a Material Adverse Effect on Parent after giving effect to the Merger (together, the “Burdensome Conditions”); provided, further, however, that (1) any prohibition, limitation or other requirement imposed by a Governmental Entity or Regulatory Agency which is customarily imposed in published orders or approvals for transactions such as the Merger shall not be deemed to be a Burdensome Condition and (2) prior to declaring a Burdensome Condition and electing not to consummate the transactions contemplated hereby as a result thereof, Parent and Acquiror shall negotiate in good faith with the relevant Governmental Entity or Regulatory Agency to seek a commercially reasonable modification to the prohibition, limitation or other requirement to reduce the burdensome nature thereof such that the prohibition, limitation or other requirement no longer constitutes a Burdensome Condition. 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 Acquiror shall, and shall cause their respective Subsidiaries to, each prepare and file any applications, notices and filings required in order to obtain the Requisite Regulatory Approvals. The parties hereto agree that they will consult with each other party hereto with respect to the obtaining of all permits, consents, waivers, approvals and authorizations of all third parties and Governmental Entities or Regulatory Agencies necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the others apprised of the status of matters relating to completion of the transactions contemplated herein. Parent and Acquiror, on the one hand, and Target, on the other hand, will furnish each other and each other’s counsel with all information concerning themselves, their Subsidiaries, directors, trustees, officers and shareholders and such other matters as reasonably may be necessary or advisable in connection with the preparation Proxy Statement/Prospectus and any application, petition or other statement or application made by or on behalf of Parent or Acquiror or Target to any Governmental Entity or Regulatory Agency in connection with the transactions contemplated by this Agreement. Parent and Acquiror, on the one hand, and Target, on the other hand, 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 Parent and Acquiror or Target, 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 or Regulatory Agency in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Registration Statement parties hereto shall act reasonably and shall as promptly as practicable. Each party will provide the other with copies of any applications, notices, petitions or filings, and all correspondence relating thereto, prior to filing, other than any portions of material filed in connection therewith that contain information filed under a claim of confidentiality (except for the Interagency Bank Merger Act Application) and, in each case, subject to applicable laws relating to the exchange of information. (c) Each of Target, on the one hand, and Acquiror or Parent, on the other hand, shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement/Prospectus, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICTarget, CCT Parent, Acquiror or any of their respective Consolidated Subsidiaries to any Governmental Entity or Regulatory Agency in connection with the Mergers Merger and the other Transactionstransactions contemplated by this Agreement. Prior to Each of Parent and Acquiror, on the Effective Timeone hand, each party hereto shall promptly notify and Target, on the other party hand, agrees, as to itself and its Subsidiaries, (i) upon becoming aware that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Form S-4 will, at the time the Form S-4 and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any event untrue statement of a material fact or circumstance that is omit to state any material fact required to be described stated therein or necessary to make the statements therein not misleading and (ii) that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after any amendment or supplement thereto will, at the receipt date of mailing to shareholders and at the time of the Target Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which such statement was made, not misleading. Each of Parent and Acquiror, on the one hand, and Target, on the other hand, further agrees that if it becomes aware that any information furnished by it of would cause any comments of the SEC with respect to statements in the Joint Form S-4 or the Proxy Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, to promptly inform the other party thereof and to take appropriate steps to correct the Form S-4 or the Registration Proxy Statement/Prospectus. (cd) Subject to applicable LawEach of Target, each of FSIC on the one hand, and CCT Parent or Acquiror, on the other hand, shall promptly advise the other upon receiving any communication from any Governmental Entity, the Entity or Regulatory Agency whose consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or obtained, that the receipt of any such approval may will be materially delayed or conditionedthat a Burdensome Condition might be imposed on any such Requisite Regulatory Approval. (e) Parent and Acquiror, on the one hand, and Target, on the other hand, shall promptly furnish each other with copies of written communications received by Parent, Acquiror or Target, as the case may be, or delivered by either of Parent, Acquiror or Target, to any Governmental Entity or Regulatory Agency in respect of the transactions contemplated by this Agreement.

Regulatory Matters. (a) FSIC and CCT The Company shall as promptly as practicable, but in no case later than five (5) Business Days after the date of this Agreement, jointly prepare and file with the SEC the Registration Proxy Statement and Parent shall promptly prepare and file with the SEC the Form F-4, in which the Proxy Statement will be included as part of as a prospectus. Parent shall promptly prepare the Parent Proxy Statement, if required, and promptly mail or deliver the Parent Proxy Statement to its stockholders and file it with all securities regulatory authorities having jurisdiction. Each of FSIC Parent and CCT the Company shall use its their commercially reasonable best efforts to have the Registration Statement Form F-4 declared effective under the Securities Act as promptly as practicable after such filing filing, and the Company shall thereafter mail or deliver the Proxy Statement to keep the Registration Statement effective as long as necessary to consummate the MergersCompany stockholders. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC Parent shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT the Company shall use reasonable best efforts to furnish all information concerning CCT the Company and the holders of CCT Company Common Stock and Company Stock Options as may be reasonably requested by FSIC in connection with any such action. Each of Parent and the Company shall, as promptly as reasonably practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments, with respect to the Proxy Statement and/or the Form F-4 received from the SEC. Each party shall also advise the other party, as promptly as reasonably practicable after receipt of notice thereof, of the time when the Form F-4 has become effective, the issuance of any stop order, or the suspensions of the qualification of the Parent Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction. The parties shall cooperate and provide the other with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement, Parent Proxy Statement and the Form F-4 prior to filing such with the SEC and will provide each other with a copy of all such filings with the SEC to the extent not otherwise publicly available. If at any time prior to the Effective Time, Parent or the Company has knowledge of any information relating to Parent or the Company, or any of their respective officers, directors or other affiliates, which should be set forth in an amendment or supplement to the Form F-4, Parent Proxy Statement or the Proxy Statement so that any such document 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 and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required under applicable Law, disseminated to the stockholders of the Company. (b) Each of FSIC and CCT The parties shall cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation (including notification and report forms required under the HSR Act and any applicable Laws in other jurisdictions governing antitrust, competition 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 Merger), to use commercially reasonable 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 other 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, competition 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. 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 preparation exchange of information, all the information relating to the Company or Parent, 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 Registration Statement parties shall act reasonably and as promptly as practicable. The parties 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 party 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 with copies of notices or other communications received by the Company or Parent, 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 require Parent or the Company 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 (measured on a scale relative to the Company and its Subsidiaries, taken as a whole) on Parent, the Company or the Surviving Company (a “Materially Burdensome Condition”). In addition, the Company and Parent agree to cooperate and use their commercially reasonable efforts to prepare and file such petitions and filings, and to obtain such permits, 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 Subsidiaries of the Company and Parent following consummation of the Merger. (c) Subject to the provisos contained in Section 7.1(b), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement, each of the Company and Parent shall cooperate in all respects with the other and shall use their respective commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.1 shall limit a party’s right to terminate this Agreement pursuant to Section 9.1(b) or 9.1(c) so long as such party has, prior to such termination, complied with its obligations under this Section 7.1. (d) Each of Parent and the Company shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, Parent Proxy Statement, the Form F-4 or any other filing statement, filing, notice or application made by or on behalf of FSICParent, CCT the Company or any of their respective Consolidated Subsidiaries to any Governmental Entity Entity, the NYSE or the TSX in connection with the Mergers Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable LawEach of Parent, each of FSIC MergerCo and CCT the Company shall promptly advise the other upon receiving any communication from any Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactionstransactions contemplated by this Agreement, or from the NYSE or TSX, that causes such party to believe that there is a reasonable likelihood that any Regulatory Requisite Approval will not be obtained or that the receipt of any such approval may be materially delayed or conditioneddelayed, and, to the extent permitted by applicable Law, shall promptly provide the other party with a copy of such communication.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after reasonably practicable following the date of this Agreementhereof, jointly Company shall prepare the Proxy Materials, including the proxy statement relating to the matters to be submitted to Company shareholders at Company’s Special Meeting, which Proxy Materials shall conform to all applicable legal requirements. Company shall provide the Proxy Materials to Parent for review and approval prior to distribution to Company shareholders, which approval shall not be unreasonably withheld, delayed or conditioned. Parent shall prepare and file with the SEC the Registration Statement. Each of FSIC furnish such information relating to it and CCT shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing directors, officer and to keep the Registration Statement effective as long as necessary to consummate the Mergers. CCT and FSIC shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectiveness. FSIC 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, if any, and CCT shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock shareholders as may be reasonably requested by FSIC Company in connection with the Proxy Materials. Company shall cause the Proxy Materials to be mailed to Company shareholders as promptly as practicable following the date hereof. If at any time prior to the Effective Time any information relating to Company, or its respective affiliates, officers or directors, should be discovered by Parent or Company, which should be set forth in an amendment or supplement to any of the Proxy Materials so that any of such actiondocuments 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 disseminated to the shareholders of Company. (b) Each The information regarding Company and the Company Subsidiaries to be supplied by Company for inclusion in the Proxy Materials will not, at the time the Proxy Materials are disseminated to Company shareholders, contain any untrue statement of FSIC 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. (c) The information regarding Parent and CCT its Subsidiaries to be supplied by Parent for inclusion in the Proxy Materials will not, at the time the Proxy Materials are disseminated to Company shareholders, contain any untrue statement of a material fact or omit to state any material fact 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. (d) As promptly as practicable but no longer than 45 days following the date hereof, Parent and Company will prepare and file, and will cause their respective Subsidiaries to 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 or waivers thereof 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). Parent and Company shall cooperate with each other to effect the foregoing. Company and Parent shall have the right to review in advance, and to the extent practicable each will consult the other on, in the preparation of the Registration Statement and shall furnish each case subject to applicable Laws relating to the other exchange of information, all the information reasonably requested relating to Company and Parent, as the case may be reasonably necessary be, which appears in any filing made with, or advisable in connection with the Registration Statement written materials submitted to, any third party or any other filing or application made by or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers and transactions contemplated by this Agreement; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the other Transactionstransactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (ce) Subject to applicable Law, each of FSIC Parent and CCT Company shall promptly advise the each other upon receiving receiving: (i) any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval will be materially delayed; (ii) any communication from any Person alleging that the consent of such Person (or other Person) is or may be materially delayed required in connection with the transactions contemplated by this Agreement (and the response thereto from Parent or conditionedCompany or its respective representatives); and (iii) any legal actions threatened or commenced against or otherwise affecting Parent or Company or any of their respective Subsidiaries that are related to the transactions contemplated by this Agreement (and the response thereto from Parent or Company, its respective Subsidiaries or its respective representatives).

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicablepracticable following the date BayCom files its Annual Report on Form 10-K for the year ended December 31, but in no case later than 2018 and using commercially reasonable best efforts to file within forty-five (545) Business Days after the date of this Agreementdays thereof, jointly BayCom shall prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by BayCom and Uniti, will be included. Each of FSIC BayCom and CCT Uniti shall use its commercially reasonable best efforts 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. BayCom shall use its commercially reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the Form S-4 being declared effective, Uniti shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC BayCom shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue skyBlue Sky” permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Uniti shall use reasonable best efforts to furnish all information concerning CCT Uniti and the holders of CCT Uniti Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Uniti or BayCom, or any of their respective affiliates, directors or officers, should be discovered by Uniti or BayCom 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 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 that 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 extent required by applicable law, disseminated to Uniti’s shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Uniti and BayCom shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or “Blue Sky” laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. BayCom shall advise Uniti, promptly after receipt of notice thereof, of (and CCT provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of BayCom Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC’s staff and responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Uniti and BayCom, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, BayCom and Uniti shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Uniti (in the case of BayCom) or BayCom (in the case of Uniti) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to 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, Regulatory Agencies and other 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 terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or other Governmental Entities. Uniti and BayCom 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 confidentiality of information, all the information relating to Uniti or BayCom, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other 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. (d) Each of BayCom and Uniti shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICBayCom, CCT Uniti or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC BayCom and CCT Uniti shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.1(e)).

Regulatory Matters. (a) FSIC Upon the execution and CCT shall as promptly as practicable, but in no case later than five (5) Business Days after the date delivery of this Agreement, jointly prepare S1 and file VerticalOne (as to information to be included therein pertaining to VerticalOne) shall promptly cause to be prepared and filed with the SEC a registration statement of S1 on Form S-4, including the joint proxy statement - prospectus (the "Joint Proxy Statement/Prospectus") to be delivered to the VerticalOne and S1 stockholders in connection with the Merger (the "Registration Statement") for the purpose of registering the S1 Common Stock to be issued in the Merger, and for soliciting the approval of this Agreement and the Merger by the stockholders of VerticalOne and S1. Each of FSIC S1 and CCT VerticalOne shall use its their reasonable best efforts to have the Registration Statement declared effective under by the Securities Act SEC as soon as possible after the filing. The parties shall each promptly as practicable notify the other upon the receipt of any comments from the SEC or its staff, or any other governmental officials, supply each other with all such correspondence with any Governmental Entity other than confidential information, and 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 such filing and to keep the Registration Statement effective as long as is filed with the SEC, and prior to the Closing Date, any event relating to S1 or VerticalOne is discovered by such party which should be set forth in an amendment of, or a supplement to, the Registration Statement, including the Joint Proxy Statement/Prospectus, such party shall promptly inform the other, and shall furnish all necessary information relating to consummate such event whereupon the Mergers. CCT and FSIC appropriate party shall use reasonable best efforts promptly cause an appropriate amendment to cause the Registration Statement or supplement to the Joint Proxy Statement/Prospectus to be filed with the SEC. Upon the effectiveness of such amendment or supplement, the parties (if prior to the meetings of stockholders pursuant to Section 6.3 hereof) will take all necessary action as promptly mailed as practicable to permit an appropriate amendment or delivered supplement to be transmitted to their respective stockholders upon entitled to vote at such effectivenessmeetings. FSIC S1 shall also use its reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if any, and CCT transactions contemplated by this Agreement. Each party shall use reasonable best efforts to furnish all information concerning CCT and the holders of CCT Common Stock as may be reasonably requested by FSIC the other in connection with any such action. (b) Each As promptly as practicable following the execution and delivery of FSIC this Agreement, if applicable, each of VerticalOne and CCT S1 will prepare and file with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") Notification and Report Forms relating to the transactions contemplated herein if and as required by the HSR Act, as well as comparable pre-merger notification forms required by the merger notification or control laws and regulations of any applicable jurisdiction, as agreed by the parties (the "Antitrust Filings"). The parties will comply with any requests for additional information relating to the Antitrust Filings and will use their reasonable best efforts to secure all required approvals of the Antitrust Filings. (c) The parties hereto shall 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 (which shall include the other in the preparation Antitrust Filings), and to obtain as promptly as practicable all permits, consents, approvals and authorizations of the Registration Statement all third parties and shall furnish to the other all information reasonably requested as may be reasonably Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this Agreement (including without limitation the Merger). VerticalOne and S1 shall have the right to review in connection with advance, and to the Registration Statement 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 VerticalOne or S1 and Merger Sub, as the case may be, which appears in any other filing made with, or application made by written materials submitted to, any third party or on behalf of FSIC, CCT or any of their respective Consolidated Subsidiaries to any Governmental Entity in connection with the Mergers transactions contemplated by this Agreement and will promptly notify each other of any communication with any Governmental Entity and provide the other Transactionswith an opportunity to participate in any meetings with 24 28 a Governmental Entity relating thereto; provided, however, that nothing contained herein shall be deemed to provide either party with a right to review any information provided to any Governmental Entity on a confidential basis in connection with the transactions contemplated hereby. Prior to In exercising the Effective Timeforegoing right, each party of the parties hereto shall act reasonably and as promptly notify the as practicable. The parties hereto agree that they will consult with each other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Registration Statementtransactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to contemplation of the transactions contemplated herein. (cd) Subject Each of S1 and VerticalOne shall use its reasonable best efforts to applicable Lawresolve objections, if any, which may be asserted with respect to the Merger under antitrust laws, including, without limitation, the HSR Act. In the event a suit is threatened or instituted challenging the Merger as violative of antitrust laws, each of FSIC S1 and CCT VerticalOne shall use its reasonable best efforts to avoid the filing of, or resist or resolve such suit. S1 and VerticalOne shall use their reasonable best efforts to take such action as may be required by: (x) the DOJ or the FTC in order to resolve such objections as either of them may have to the Merger under antitrust laws, or (y) any federal or state court of the United States, in any suit brought by a private party or Governmental Entity challenging the Merger as violative of antitrust laws, in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order, or other order which has the effect of preventing the consummation of the Merger. Reasonable best efforts shall not include the willingness of S1 to accept an order agreeing to the divestiture, or the holding separate, of any assets of S1 or VerticalOne which S1 reasonably determines to be material to S1 or to benefits of the transaction for which it has bargained for hereunder. (e) S1 and VerticalOne shall promptly advise the each other upon receiving any communication from any Governmental Entity, the Entity whose consent or approval of which is required for consummation of the Transactions, that transactions contemplated by this Agreement which causes such party to believe that there is a reasonable likelihood that any Regulatory Approval requisite regulatory approval will not be obtained or that the receipt of any such approval may will be materially delayed or conditioneddelayed.

Regulatory Matters. (a) FSIC and CCT shall as As promptly as practicable, but in no case later than five (5) Business Days after practicable following the date of this Agreement, jointly FS Bancorp shall promptly prepare and file with the SEC the Registration Form S-4, in which the Proxy Statement, which will be prepared jointly by FS Bancorp and Anchor, will be included. Each of FSIC FS Bancorp and CCT Anchor shall use its commercially reasonable best efforts 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 Anchor and FS Bancorp shall use its commercially reasonable best efforts to have the Registration Statement Form S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective maintain such effectiveness for as long as necessary to consummate the MergersMerger and the other transactions contemplated by this Agreement. CCT and FSIC Upon the Form S-4 being declared effective, Anchor shall use reasonable best efforts thereafter mail or deliver the Proxy Statement to cause the Joint Proxy Statement/Prospectus to be promptly mailed or delivered to their respective stockholders upon such effectivenessits shareholders. FSIC FS Bancorp shall also use its commercially reasonable best efforts to obtain all necessary state securities Law law or “blue sky” "Blue Sky" permits and approvals required to carry out the Transactions, if anytransactions contemplated by this Agreement, and CCT Anchor shall use reasonable best efforts to furnish all information concerning CCT Anchor and the holders of CCT Anchor Common Stock as may be reasonably requested by FSIC in connection with any such action. If at any time prior to the Effective Time any event occurs or information relating to Anchor or FS Bancorp, or any of their respective affiliates, directors or officers, should be discovered by Anchor or FS Bancorp 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 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 that 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 extent required by applicable law, disseminated to Anchor's shareholders. (b) Each In addition to their obligations pursuant to Section 6.1(a), Anchor and FS Bancorp shall make all necessary filings with respect to the Merger and the other transactions contemplated by this Agreement under the Securities Act, the Exchange Act and applicable foreign or state securities or "Blue Sky" laws and regulations promulgated thereunder and provide each other with copies of FSIC any such filings. FS Bancorp and CCT Anchor shall advise the other party, promptly after receipt of notice thereof, of (and provide copies of any notices or communications with respect to) the time of the effectiveness of the Form S-4, the filing of any supplement or amendment thereto, the issuance of any stop order relating thereto, the suspension of the qualification of FS Bancorp Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of any request by the SEC or its staff for amendment to the Proxy Statement or the Form S-4, comments thereon from the SEC's staff and each party's responses thereto or request of the SEC or its staff for additional information. No amendment or supplement to the Proxy Statement or the Form S-4 shall be filed without the approval of each of Anchor and FS Bancorp, which approval shall not be unreasonably withheld, delayed or conditioned. (c) Subject to the terms and conditions set forth in this Agreement, FS Bancorp and Anchor shall, and shall cause their respective Subsidiaries to, use commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the preparation most expeditious manner practicable, the transactions contemplated by this Agreement, including (i) the satisfaction of the Registration Statement conditions precedent to the obligations of Anchor (in the case of FS Bancorp) or FS Bancorp (in the case of Anchor) to the Merger, (ii) the obtaining of all necessary consents or waivers from third parties, (iii) the obtaining of all necessary actions or no-actions, expirations or terminations of waiting periods under antitrust laws, waivers, consents, authorizations, permits, orders and approvals from, or any exemption by, any Governmental Entities and the taking of all commercially reasonable steps as may be necessary to obtain expirations or terminations of waiting periods under antitrust laws, an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, and (iv) the execution and delivery of any additional instruments necessary to consummate the Merger, the Bank Merger and to fully carry out the purposes of this Agreement. The Parties shall cooperate with each other and use their respective commercially reasonable best efforts to promptly prepare and file, and cause their respective Subsidiaries to 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, Regulatory Agencies and other 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 terms and conditions of all such permits, consents, approvals and authorizations of all such third parties, Regulatory Agencies or other Governmental Entities. In furtherance (but not in limitation) of the foregoing, FS Bancorp shall, and shall cause 1st Security Bank of Washington to, use commercially reasonable best efforts to file any required applications, notices or other filings with the Federal Reserve Board, the DFI and the FDIC, if applicable, within forty-five (45) days after the date hereof. Anchor and FS Bancorp 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 confidentiality of information, all the information relating to Anchor or FS Bancorp, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party, Regulatory Agency or other 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. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties, Regulatory Agencies and other 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. (d) Each of FS Bancorp and Anchor shall, upon request, furnish to the other all information reasonably requested concerning itself, its Subsidiaries, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Registration Statement Proxy Statement, the Form S-4 or any other filing statement, filing, notice or application made by or on behalf of FSICFS Bancorp, CCT Anchor or any of their respective Consolidated Subsidiaries to any Regulatory Agency or other Governmental Entity in connection with the Mergers Merger, the Bank Merger and the other Transactions. Prior to the Effective Time, each party hereto shall promptly notify the other party (i) upon becoming aware of any event or circumstance that is required to be described in an amendment to the Registration Statement or in a supplement to the Joint Proxy Statement/Prospectus and (ii) after the receipt transactions contemplated by it of any comments of the SEC with respect to the Joint Proxy Statement/Prospectus or the Registration Statementthis Agreement. (ce) Subject to applicable Law, each Each of FSIC FS Bancorp and CCT Anchor shall promptly advise the other upon receiving any communication from any Regulatory Agency or other Governmental Entity, Entity the consent or approval of which is required for consummation of the Transactions, transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any such approval may be materially delayed delayed, or conditionedthat any such approval may contain an Unduly Burdensome Condition (as defined in Section 7.1(e)).